Common use of Purchases Clause in Contracts

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) its Purchaser Groupthe related LC Participant’s Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, Limit or (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse outstanding amounts funded by the LC Bank for the full amount and each such LC Participant) in satisfaction of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon ten fifteen (15) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Groupthe related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,00050,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if anythe amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) As of each date a Periodic Report is delivered, the sum of the LC Participant Participation Amount over and the LC Sublimit Commitments as so reducedAggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of Under this Agreement, the LC Bank Company agrees to issue Letters of Credit in return for (purchase from the CSP, and each LC Participant hereby severally the CSP agrees to sell and assign to the Company, the CSP’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make participation advances purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the CSP on the date such Account Receivable comes into existence, final settlement of the price between the Company and the CSP shall be effected on a monthly basis as provided in connection Paragraph 5 with respect to all Accounts Receivable coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any draws under Customer’s indebtedness incurred prior to that Customer’s enrollment with the CSP. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. CSP warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Letters Accounts Receivable will be free and clear of Credit equal to such LC Participant’s Commitment Percentage all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of its Purchaser Group’s Pro Rata Share a breach of such draws) undivided percentage ownership interests warranty. d. Although it is not the intent of this Agreement to interfere with regard or otherwise compromise the confidential nature of any information possessed by CSP, CSP hereby agrees to the Purchased Interest from the Seller from time provide access at reasonable times and in a reasonable manner to time from the Closing Date to the Facility Termination Date; providedall books, that under no circumstances shall any Purchaser make any Purchase records and other information (including, without limitationlimitation data contained in computer programs, any deemed Purchases pursuant to Section 1.1(b)tapes, discs, punch cards, data processing software and related property and rights) or issue any Letters of Credit hereunder, as applicable, if, after giving effect relating to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank Accounts Receivable and the LC Participants. The Seller may, subject only to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be extent necessary in the amount of at least $5,000,000, event Company possesses no other reasonably comparable information and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced therefore needs such access to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of collect such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedAccounts Receivable.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-1 Initial Principal Balance for a purchase price equal to the Facility portion the Class A-1 Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-1 Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-1 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-1 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-1 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-1 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-1 Principal Amount which is requested from the Class A-1 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-1 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-1 Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class A-1 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-2 Purchase Agreement, the Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-1 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-1 Initial Principal Balance or the Additional Class A-1 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-1 Initial Principal Balance or the Additional Class A-1 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-1 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-1 Initial Principal Balance or the Additional Class A-1 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-1 Initial Principal Balance or the Additional Class A-1 Principal Amount, as applicable, so purchased. (e) Each Class A-1 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-1 Purchaser Group’s Ratable Share either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-1 Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Group’s Pro Rata Share the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-1 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class A-1 Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class A-1 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class A-1 Purchaser be obligated to purchase any Additional Class A-1 Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class A-1 Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class A-1 Principal Balance would exceed the Purchase Class A-1 Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from From time to time from and after the Closing Date to the Facility Termination Commencement Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof satisfaction of all of the conditions set forth in Section 7.3 and in this Section 3.2, the Company shall have the right, but not the obligation (other than as set forth in Section 3.1), to direct the Investor, by its delivery to the Investor of a Purchase Notice on a Purchase Exercise Date to purchase the applicable Purchase Share Amount, not to exceed the applicable Purchase Maximum Amount, at the applicable Purchase Price therefor in accordance with this Agreement (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject The Company may deliver a Purchase Notice to Section 1.4(bthe Investor on a Purchase Exercise Date, provided that (i) concerning reinvestmentsthe Company may not deliver more than one Purchase Notice to the Investor on any single Trading Day, at no time will (ii) the Company may not deliver a Conduit Purchaser have Purchase Notice to the Investor on any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, Trading Day during the period commencing on the terms and subject Purchase Exercise Date on which a prior Purchase Notice has previously been delivered by the Company to the conditions hereofInvestor hereunder, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based and ending on the applicable Purchaser GroupPurchase Settlement Date or such later Trading Day on which the Investor shall have received all of the Shares subject to such prior Purchase Notice as DWAC Shares, and (iii) all Shares subject to all prior Purchase Notices previously delivered by the Company to the Investor have in fact been received by the Investor as DWAC Shares prior to the Company’s Ratable Share delivery of such Purchase Notice to the Investor on such Purchase Exercise Date. The Investor is obligated to accept each Purchase requested pursuant to Section 1.2(a) (and, Notice prepared and delivered by the Company in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on accordance with the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect contained in this Agreement. If the Company delivers any Purchase Notice directing the Investor to notice and purchase a Purchase Share Amount in excess of the minimum applicable Purchase amount) in an aggregate amount equal Maximum Amount, such Purchase Notice shall be void ab initio to the extent of the amount of such drawing. Subject to by which the limitations on funding Purchase Share Amount set forth in paragraph (a) above (such Purchase Notice exceeds such applicable Purchase Maximum Amount, and the other requirements and conditions herein set forth (other than conditions with Investor shall have no obligation to purchase such excess Shares in respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Maximum Amount in such Purchase. At or prior to 7:00 p.m., New York City time, on the last Trading Day of the applicable Drawing Date Purchase Valuation Period for each Purchase, the Investor shall provide to the Company a written confirmation for such Purchase (other than conditions with respect notice each, a “Purchase Confirmation”) setting forth the applicable Purchase Price per Share to be paid by the Investor in such Purchase, and the minimum total aggregate Purchase amount)Price to be paid by the Investor for the total Purchase Share Amount purchased by the Investor in such Purchase. Notwithstanding the foregoing, the Seller Company shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice not deliver any Purchase Notices to the Administrator and each Purchaser Agent, reduce Investor during the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedPEA Period.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A-2 Initial Principal Balance for a purchase price equal to the Facility portion the Class A-2 Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A-2 Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A-2 Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A-2 Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A-2 Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A-2 Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A-2 Principal Amount which is requested from the Class A-2 Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A-2 Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A-2 Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class A-2 Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A-2 Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class A-2 Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A-2 Initial Principal Balance or the Additional Class A-2 Principal Amount, as applicable, so purchased. (e) Each Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A-2 Purchaser Group’s Ratable Share either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit's Committed Purchasers shall purchase a portion of the Class A-2 Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Group’s Pro Rata Share the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class A-2 Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class A-2 Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class A-2 Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class A-2 Principal Balance would exceed the Purchase Class A-2 Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) its Purchaser Groupthe related LC Participant’s Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, Limit or (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse outstanding amounts funded by the LC Bank for the full amount and each such LC Participant) in satisfaction of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon ten fifteen (15) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Groupthe related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,00050,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if anythe amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) As of each date a Weekly Report is delivered, the sum of the LC Participant Participation Amount over and the LC Sublimit Commitments as so reducedAggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) (i) On the terms and subject to the conditions hereof, prior to the Non-Pro Rata Funding Termination Date, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (iA)(I) first, request that the PNC Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), request that its Related Committed Purchasers in each such Purchaser GroupPurchaser, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to timetime from the date hereof to the Facility Termination Date until the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group and (II) second, in each caseif the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group, ratably based on each request that MUFG Purchaser Group’s Ratable Share Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), request that its Related Committed Purchaser, make purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date (each such purchase or reinvestment described in clauses (A)(I) and (iiII) above is referred to herein as an “Ordinary Purchase”) and (B) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchaseissuance, reinvestment or issuance together with each Ordinary Purchase, is referred to herein as a “Purchase”). For the avoidance of doubt and subject in all cases to Section 1.2(g), each Ordinary Purchase to be made hereunder on or after the date hereof and prior to the Non-Pro Rata Funding Termination Date shall be made and funded (x) entirely by the Purchasers in the PNC Purchaser Group, and not by the Purchasers in the MUFG Purchaser Group, until the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group and (y) with respect to any Ordinary Purchase or portion thereof to be made under this Agreement at any time when the Group Capital of the PNC Purchaser Group equals the Group Commitment of the PNC Purchaser Group, entirely by the Purchasers in the MUFG Purchaser Group, and not by the Purchasers in the PNC Purchaser Group. Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on Date in accordance with the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) foregoing and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Adjusted Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (iA) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (AI) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (BII) its Purchaser Groupthe related LC Participant’s Adjusted Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (iiB) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, Limit or (ivC) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On Under this Agreement, the Company agrees to purchase from the Supplier, and the Supplier agrees to sell to the Company, the Supplier’s Accounts Receivable in accordance with the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees Company’s tariff, the Commission-approved Joint Petition for Settlement of all Issues at Commission Docket No. P-2009-2099333 (the “Settlement”) and subsequent rules adopted by the Commission applicable to issue Letters the Company’s purchase of Credit Suppliers’ Accounts Receivable, including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (pursuant to Paragraph 3 below) and shall make purchases daily through the remainder of the term of this agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in return Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Notwithstanding anything in this Agreement to the contrary, (i) in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier, and each LC Participant hereby severally agrees to (ii) in no case shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Choice Service for the month being purchased. The Company shall acquire the Accounts Receivable for all of the accounts in the Supplier’s Customer Base, and the Company shall not make participation advances in connection with any draws under such Letters purchases of Credit equal to such LC Participant’s Commitment Percentage less than all of the Accounts Receivable originated by the Supplier; provided, however, that if the Supplier elects Billing Option 2 for all or a portion of its Purchaser Groupsmall commercial Choice accounts, then the Company shall purchase only the Accounts Receivable for the Supplier’s Pro Rata Share of such draws) undivided percentage ownership interests with regard Accounts that are billed via Billing Option 2. The Supplier acknowledges that, pursuant to the Purchased Interest from Settlement, (x) the Seller option for Supplier to elect Billing Option 1 or Billing Option 2 for all or a portion of its small commercial Choice accounts shall not be available until March 7, 2012, unless the Company authorizes an earlier effective date in its sole discretion, (y) the Supplier’s option to elect Billing Option 1 or Billing Option 2 for all or a portion of its accounts is solely limited to small commercial Choice Accounts, and (z) if Billing Option 2 is terminated by the Supplier’s election, the Supplier may not return to Billing Option 2 for such Customer accounts for one year following the election. c. The Supplier warrants that it has good title to all Accounts Receivable delivered to Company from time to time from hereunder, and that such Accounts Receivable shall be free and clear of all liens, encumbrances, and claims whatsoever. The Supplier shall indemnify Company, and save d. Although it is not the Closing Date intent of this Agreement to interfere with or otherwise compromise the Facility Termination Date; providedconfidential nature of any information possessed by the Supplier, that under no circumstances shall any Purchaser make any Purchase the Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitationlimitation data contained in computer programs, any deemed Purchases pursuant to Section 1.1(b)tapes, discs, punch cards, data processing software and related property and rights) or issue any Letters of Credit hereunder, as applicable, if, after giving effect relating to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank Accounts Receivable and the LC Participants. The Seller may, subject only to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be extent necessary in the amount of at least $5,000,000, event Company possesses no other reasonably comparable information and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced therefore needs such access to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of collect such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedAccounts Receivable.

Purchases. (a) On the terms and subject Subject to the satisfaction of the conditions hereofset forth in Section 7.3, the Seller mayCompany shall have the right, but not the obligation, to direct the Investor, from time to time from and after the Closing Date Commencement Date, by its delivery to the Facility Termination DateInvestor of a Purchase Notice, (i) request that to purchase the Conduit Purchasersapplicable Purchase Notice Shares, if anynot to exceed the applicable Purchase Notice Limit, at the applicable Purchase Price in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests accordance with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof this Agreement (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(bThe Purchase required under the applicable Purchase Notice shall occur one (1) concerning reinvestmentsTrading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Company may not, at no time will without the Investor’s prior written consent, deliver a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject Purchase Notice to the conditions hereofInvestor if the Company shall have previously delivered a Purchase Notice, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on and the applicable Purchaser Group’s Ratable Share Purchase Settlement Date for such previous Purchase Notice shall not yet have occurred including the delivery of applicable Purchase Notice Shares as evidenced by the receipt of such Shares by the Investor as DWAC Shares. The Investor is obligated to accept each Purchase requested pursuant to Section 1.2(a) (and, Notice prepared and delivered by the Company in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on accordance with the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other contained in Section 7.3. The Company may not deliver a Purchase Notice if the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Purchase Notice Date is less than conditions with respect the Floor Price. If the Company delivers any Purchase Notice directing the Investor to notice and purchase Purchase Notice Shares in excess of the minimum applicable Purchase amount) in an aggregate amount equal Notice Limit, such Purchase Notice shall be void ab initio to the extent of the amount of such drawing. Subject to by which the limitations on funding Purchase Notice Shares set forth in paragraph (a) above (such Purchase Notice exceeds such applicable Purchase Notice Limit, and the other requirements and conditions herein set forth (other than conditions with Investor shall have no obligation to purchase such excess Shares in respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Drawing Date (other than conditions with respect notice and Purchase Notice Limit in such Purchase, subject to adjustments provided herein. Notwithstanding the minimum Purchase amount)foregoing, the Seller Company shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice not deliver any Purchase Notices to the Administrator and each Purchaser Agent, reduce Investor during the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedPEA Period.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class C Initial Principal Balance for a purchase price equal to the Facility portion the Class C Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class C Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class C Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class C Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class C Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class C Principal Amount which is requested from the Class C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class C Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, if anyan Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A Purchase Agreement or the Class B Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as applicable, so purchased. (e) Each Class C Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class C Purchaser Groupeither fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s Ratable Share receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit’s Committed Purchasers shall purchase a portion of the Class C Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Groupthe amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s Pro Rata Share receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class C Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class C Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class C Purchaser be obligated to purchase any Additional Class C Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class C Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class C Principal Balance would exceed the Purchase Class C Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On Under this Agreement, the Company agrees to purchase from the Supplier, and the Supplier agrees to sell to the Company, the Supplier’s Accounts Receivable in accordance with the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees Company’s tariff, the Commission-approved Joint Petition for Settlement of all Issues at Commission Docket No. P-2009-2099333 (the “Settlement”) and subsequent rules adopted by the Commission applicable to issue Letters the Company’s purchase of Credit Suppliers’ Accounts Receivable, including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (pursuant to Paragraph 3 below) and shall make purchases daily through the remainder of the term of this agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in return Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Notwithstanding anything in this Agreement to the contrary, (i) in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier, and each LC Participant hereby severally agrees to (ii) in no case shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Choice Service for the month being purchased. The Company shall acquire the Accounts Receivable for all of the accounts in the Supplier’s Customer Base, and the Company shall not make participation advances in connection with any draws under such Letters purchases of Credit equal to such LC Participant’s Commitment Percentage less than all of the Accounts Receivable originated by the Supplier; provided, however, that if the Supplier elects Billing Option 2 for all or a portion of its Purchaser Groupsmall commercial Choice accounts, then the Company shall purchase only the Accounts Receivable for the Supplier’s Pro Rata Share of such draws) undivided percentage ownership interests with regard Accounts that are billed via Billing Option 2. The Supplier acknowledges that, pursuant to the Purchased Interest from Settlement, (x) the Seller option for Supplier to elect Billing Option 1 or Billing Option 2 for all or a portion of its small commercial Choice accounts shall not be available until March 7, 2012, unless the Company authorizes an earlier effective date in its sole discretion, (y) the Supplier’s option to elect Billing Option 1 or Billing Option 2 for all or a portion of its accounts is solely limited to small commercial Choice Accounts, and (z) if Billing Option 2 is terminated by the Supplier’s election, the Supplier may not return to Billing Option 2 for such Customer accounts for one year following the election. c. The Supplier warrants that it has good title to all Accounts Receivable delivered to Company from time to time hereunder, and that such Accounts Receivable shall be free and clear of all liens, encumbrances, and claims whatsoever. The Supplier shall indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the Closing Date intent of this Agreement to interfere with or otherwise compromise the Facility Termination Date; providedconfidential nature of any information possessed by the Supplier, that under no circumstances shall any Purchaser make any Purchase the Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitationlimitation data contained in computer programs, any deemed Purchases pursuant to Section 1.1(b)tapes, discs, punch cards, data processing software and related property and rights) or issue any Letters of Credit hereunder, as applicable, if, after giving effect relating to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank Accounts Receivable and the LC Participants. The Seller may, subject only to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be extent necessary in the amount of at least $5,000,000, event Company possesses no other reasonably comparable information and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced therefore needs such access to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of collect such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedAccounts Receivable.

Purchases. Each of the Initial Purchaser (a) On the terms and subject to the conditions hereofclause (f) below) and each Tranche D Lender agrees, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereofof this Agreement, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) purchase Notes (andor, in the case of Tranche D Lenders, Tranche D Participations) from the Issuer (each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) a "PURCHASE" and, on the terms of and subject to the conditions of this Agreementcollectively, the LC Bank agrees to issue Letters of Credit "PURCHASES") in return for Dollars on any Purchase Date on or before the Commitment Termination Date (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing initial Purchase Date to be no later than five Business Days after the Facility Termination Effective Date; provided) in an aggregate principal amount not to exceed $1,425,000,000, provided that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding principal amount of Bank Notes that the Capital funded Initial Purchaser shall be obligated to purchase hereunder shall not exceed $700,000,000 (as such amount may be reduced hereunder, the "INITIAL PURCHASER COMMITMENT," which term shall not include Purchases by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s the Initial Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, Tranche D Notes as described below); (ii) the Aggregate Capital plus aggregate principal amount of Tranche D Notes and Tranche D Participations that the LC Participation Amount would Tranche D Lenders shall be permitted or obligated to purchase hereunder shall not exceed $725,000,000 (as such amount may be reduced hereunder, the Purchase Limit, "AGGREGATE TRANCHE D COMMITMENT"); (iii) the Commitment Percentage aggregate principal amount of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would Tranche D Notes and Tranche D Participations that any Tranche D Lender shall be permitted or obligated to purchase hereunder shall not exceed its LC Sublimit such Tranche D Lender's Tranche D Commitment, or ; and (iv) the LC Participation Amount would exceed aggregate amount of all Purchases following the aggregate second anniversary of the LC Sublimit Commitments Closing Date and terminating on the Commitment Termination Date shall not exceed $290,000,000 and shall be evidenced by one or more Tranche D Notes (in accordance with Section 2.01(d)). Each Tranche D Lender may, at its option, purchase either Tranche D Notes or Tranche D Participations in Tranche D Notes purchased by the Initial Purchaser in fulfillment of the LC Bank and the LC Participants. The Seller maysuch Tranche D Lender's respective Tranche D Commitment, subject to the requirements and conditions hereinprovisions of Section 2.01(i). Collectively, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank Initial Purchaser and the LC Participants (ratably, based Tranche D Lenders shall not be obligated to make Purchases on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing more than 12 Purchase Dates under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) this Agreement. Each Purchase shall be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the minimum amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15$500,000. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions of this Agreement, each Noncommitted Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Noncommitted Purchaser Percentage of the Class B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Class B Invested Amount, which shall not be less than $62,500, and each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class B Certificates not so acquired by Noncommitted Class B Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class B Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 12:00 noon Chicago time on the Seller mayClosing Date, at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor. The Class B Purchasers hereby direct that the Class B Certificates be registered in the name of the Agent, on behalf of the Class B Owners from time to time from the Closing Date hereunder. (b) On and subject to the Facility terms and conditions of this Agreement and prior to the Termination Date, (i) request that each Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class B Invested Amount offered for purchase by the Conduit PurchasersTransferor pursuant to Section 6.15 of the Pooling and Servicing Agreement in an amount of not less than $62,500, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Committed Class B Purchaser, severally, agrees to purchase a portion of such VFC Additional Class B Invested Amount which is not purchased by Noncommitted Class B Purchasers pursuant to clause (i) in an amount equal to the LC Bank issue Letters lesser of Credit(A) its Commitment Percentage thereof, or (B) the excess of its Commitment over its Percentage Interest of the Class B Investor Principal Balance (determined prior to giving effect to such purchase), in each either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, for the account of the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 12:00 noon Chicago time on the applicable Purchase Date specified pursuant to subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement. Each Noncommitted Class B Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees it currently intends (but is under no obligation) to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment purchase its Noncommitted Purchaser Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to any VFC Additional Class B Invested Amount offered for purchase by the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases Transferor pursuant to Section 1.1(b6.15 of the Pooling and Servicing Agreement to the extent that, at the time of such purchase, it is permitted and able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and Standard & Poor's on the date on which such Structured Purchaser became a Class B Purchaser (without increasing or otherwise modifying any letter of credit or other enhancement provided to such Structured Purchaser or any liquidity support provided to such Structured Purchaser by Affected Parties) in sufficient amounts fully to fund such purchase. (i) The purchase of the Initial Class B Invested Amount shall be made on prior notice from the Transferor to the Agent received by the Agent not later than 6:00 a.m. Chicago time on the Closing Date, and each purchase of any VFC Additional Class B Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor to the Agent received by the Agent not later than 3:00 p.m. Chicago time on the Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (A) the aggregate VFC Additional Class B Invested Amount to be purchased, (B) the applicable Purchase Date (which shall be a Business Day), and (C) or issue any Letters the desired duration of Credit hereunderthe initial Fixed Period, as if applicable, iffor the Class B Investor Principal Balance of each applicable Purchaser. The Agent shall promptly forward a copy of such notice to each Class B Purchaser. In the case of the purchase of a VFC Additional Class B Invested Amount, after each Noncommitted Class B Purchaser shall notify the Agent by 4:00 p.m., Chicago time, on the Business Day immediately preceding the applicable Purchase Date whether it has determined to make such purchase and, if so, whether all of the terms specified by the Transferor are acceptable to such Noncommitted Class B Purchaser. In the event that a Noncommitted Class B Purchaser shall not have timely provided such notice, it shall be deemed to have determined not to make such purchase. The Agent shall notify the Transferor and each Committed Class B Purchaser on or prior to 6:00 a.m., Chicago time, on the applicable Purchase Date of whether each Noncommitted Class B Purchaser has so determined to purchase its share of such VFC Additional Class B Invested Amount and, in the event that Noncommitted Class B Purchasers have not determined to purchase the entire VFC Additional Class B Invested Amount, the Agent shall specify in such notice (A) the portion of the VFC Additional Class B Invested Amount to be purchased by each Committed Class B Purchaser, (B) the applicable Purchase Date (which shall be a Business Day), and (C) the duration of the initial Fixed Period for the Class B Investor Principal Balance of each Committed Class B Purchaser. (ii) The Discount Rate and related Fixed Periods for the Class B Invested Amounts funded or maintained by the Support Bank shall be selected as follows: Transferor shall by 11:00 a.m. (Chicago time), at least three (3) Business Days prior to the commencement of any Fixed Period with respect to which the Alternate Rate is applicable as a new Discount Rate and, at least one (1) Business Day prior to the commencement of any Fixed Period with respect to which the Agent Base Rate is applicable as a new Discount Rate, give the Agent irrevocable notice of the new Discount Rate and the length of the associated Fixed Period. Until Transferor gives notice to the Agent of another Discount Rate, the initial Discount Rate for any Class B Invested Amount transferred to the Support Bank shall be the Agent Base Rate. If the Support Bank acquires by assignment from Jupiter any Class B Invested Amount, such Class B Invested Amount shall be deemed to be allocated to a new Fixed Period commencing on the date of any such assignment. (iii) Commercial Paper Costs will accrue each day on a pro rata basis, based upon the percentage share the Class B Investor Principal Balance represents in relation to all assets held by the Structured Purchaser and funded substantially with Pooled Commercial Paper. (d) In no event may the Transferor offer any VFC Additional Class B Invested Amount for purchase hereunder or under Section 6.15 of the Pooling and Servicing Agreement, nor shall any Committed Class B Purchaser be obligated to purchase any VFC Additional Class B Invested Amount, to the extent that such VFC Additional Class B Invested Amount, when aggregated with the Class B Investor Principal Balance determined prior to giving effect to the issuance thereof, would exceed the aggregate Commitments. (e) In the event that one or more Committed Class B Purchasers (the "DEFAULTING PURCHASERS") fails to fund its Committed Percentage of any purchase of a VFC Additional Class B Invested Amount by 12:00 p.m. noon, Chicago time, on the applicable Purchase Date and the Servicer shall have notified the Agent of such failure by not later than 12:30 p.m., Chicago time, on such Purchase Date, the Agent shall so notify each of the other Committed Class B Purchasers (the "NONDEFAULTING PURCHASERS") not later than 1:30 p.m., Chicago time, on such Purchase Date, and each Nondefaulting Purchaser shall, subject to the satisfaction of the conditions specified in Section 3 hereof, purchase a portion of the aggregate VFC Additional Class B Invested Amount which was to be purchased by the Defaulting Purchasers equal to the lesser of (i) its Commitment Percentage thereof as a percentage of the aggregate Commitment Percentages of all Nondefaulting Purchasers, and (ii) the excess of its Commitment over its Percentage Interest of the Class B Investor Principal Balance (determined prior to giving effect to such Purchasepurchase), in either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased, by making such purchase price available to the Trustee for the account of the Transferor at or prior to 4:00 p.m., Chicago time, on such Purchase Date for deposit in the Proceeds Account in immediately available funds. No such purchase by Nondefaulting Purchasers shall relieve any Defaulting Purchaser of its obligations to make purchases hereunder, and each Defaulting Purchaser shall from and after the applicable Purchase Date be obligated to purchase the portion of any VFC Additional Class B Invested Amount which such Defaulting Purchaser was required to purchase hereunder and which was purchased by a Nondefaulting Purchaser from such Nondefaulting Purchaser at a purchase price equal to (i) the aggregate outstanding amount portion of the Capital funded by such PurchaserClass B Investor Principal Balance represented thereby, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, plus (ii) accrued and unpaid interest thereon at the Aggregate Capital applicable Class B Certificate Rate, plus the LC Participation Amount would exceed the Purchase Limit, (iii) an amount calculated at the Commitment Percentage rate of its 1.0% per annum from the applicable Purchase Date for such VFC Additional Class B Invested Amount through the date of such purchase by the Defaulting Purchaser. The Transferor shall have the right to replace any Defaulting Purchaser Group’s Pro Rata Share hereunder with a Replacement Purchaser, and the Agent, acting at the request of the LC Participation Amount Required Class B Purchasers, shall have the right to replace such Defaulting Purchaser with a Replacement Purchaser which is an Eligible Assignee or is otherwise reasonably acceptable to the Transferor; PROVIDED, that (x) such replacement shall not affect the Defaulting Purchaser's right to receive any amounts otherwise owed to it hereunder, when and as the same would exceed its LC Sublimit Commitment, or have been due and payable without regard to such replacement (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements rights of the other parties hereto with respect to such Defaulting Purchaser), and conditions herein(y) such Replacement Purchaser shall, use concurrently with its becoming a Committed Class B Purchaser hereunder, purchase the proceeds portion of any Purchase VFC Additional Class B Invested Amount at the time required to be purchased by the Purchasers hereunder to satisfy its Reimbursement Obligation Defaulting Purchaser pursuant to the LC Bank preceding sentence for a purchase price equal to (i) the portion of the Class B Investor Principal Balance represented thereby, plus (ii) accrued and unpaid interest thereon at the LC Participants applicable Class B Certificate Rate; PROVIDED FURTHER, that upon any such replacement and purchase by a Replacement Purchaser, any amounts owing to Nondefaulting Purchasers by such Defaulting Purchaser under clause (ratablyiii) of the preceding sentence shall remain an obligation of such Defaulting Purchaser. (f) The Class B Certificates shall be paid as provided in the Pooling and Servicing Agreement. The Agent shall allocate each payment in reduction of the Class B Investor Principal Balance to the Class B Owners pro rata based on their respective Percentage Interests, and shall allocate each payment of Class B Interest for any Business Day to the Class B Owners pro rata based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers Yield or Committed PurchasersCommercial Paper Costs, as applicable, on such date, on the terms and subject to satisfaction Class B Owner's portion of the conditions hereof (other than conditions with respect to notice and Class B Investor Principal Balance for such Business Day. Amounts so allocated by the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, Agent shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator Agent to the LC Bank. If any of respective Class B Owners when and as received by the conditions to Agent from the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15Trust. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class B Initial Principal Balance for a purchase price equal to the Facility portion the Class B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount an Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class A-2 Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class B Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser Group’s Ratable Share either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit's Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Group’s Pro Rata Share the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class B Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class B Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class B Principal Balance would exceed the Purchase Class B Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On Subject to the terms and subject conditions of this Agreement, with one (1) Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the Business Day immediately preceding the Purchase Date), the Company shall have the right but not the obligation to direct the Buyer by the Company’s delivery to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases Buyer of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller a Purchase Notice from time to time, in each caseand the Buyer thereupon shall have the obligation, ratably based to buy the Purchase Share Percentage of the trading volume of the Common Stock on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject Purchase Date up to the terms hereof Purchase Share Volume Maximum on the Purchase Date (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”)) at the Purchase Price. Subject Each Purchase Notice must be accompanied by instructions to Section 1.4(b) concerning reinvestmentsthe Company’s Transfer Agent to immediately issue to the Buyer an amount of Common Stock equal to the Purchase Share Estimate, at no time will a Conduit Purchaser good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have any the obligation to make buy pursuant to the Purchase Notice. In no event shall the Buyer, pursuant to any Purchase, purchase a number of Purchase Shares that exceeds the Purchase Share Estimate issued on the Purchase Date in connection with such Purchase Notice; however, the Buyer will immediately return to the Company any amount of Common Stock issued pursuant to the Purchase Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such Purchase. Each Committed Purchaser severally hereby agreesUpon completion of each Purchase Date, on the terms and subject Buyer shall submit to the conditions hereof, to make Purchases Company a confirmation of undivided percentage ownership interests with regard the Purchase in form and substance reasonably acceptable to the Purchased Interest from Company. The Company may deliver additional Purchase Notices to the Seller Buyer from time to time from so long as the Closing Date most recent purchase has been completed. The Company is required to the Facility Termination Date, ratably based on deliver Common Stock within 2 trading days of the applicable Purchaser Group’s Ratable Share Purchase Date. Each such purchase of Common Stock will have an individual closing (each Purchase requested pursuant to Section 1.2(aa “Closing”) (and, in within 1 trading day following the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount end of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share applicable Valuation Period. The “Valuation Period” shall be the period of 10 trading days immediately before and following the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed date on which the Purchase Limit, (iii) the Commitment Percentage of its Purchaser GroupShares are delivered to Buyer’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15brokerage account. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class C Initial Principal Balance for a purchase price equal to the Facility portion the Class C Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class C Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class C Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class C Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class C Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class C Principal Amount which is requested from the Class C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class C Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount an Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class A-2 Purchase Agreement or the Class B Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as applicable, so purchased. (e) Each Class C Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class C Purchaser Group’s Ratable Share either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit's Committed Purchasers shall purchase a portion of the Class C Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Group’s Pro Rata Share the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class C Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class C Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class C Purchaser be obligated to purchase any Additional Class C Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class C Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class C Principal Balance would exceed the Purchase Class C Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) (i) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (iA) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (iiB) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (iA) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (AI) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (BII) its Purchaser Groupthe related LC Participant’s Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (iiB) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, Limit or (ivC) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. . (ii) The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation at such time. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse outstanding amounts funded by the LC Bank for the full amount and each such LC Participant) in satisfaction of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon ten 30 days’ written notice to the Administrator and each Purchaser AgentAdministrator, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,00050,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if any, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) The sum of the Adjusted LC Participant Participation Amount over and the LC Sublimit Commitments as so reducedAggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) On MASTER DEALER and its DESIGNATED DEALERS may order and purchase --------- AUTHORIZED PRODUCTS from TAIS. The orders and purchases shall be in accordance with the terms and subject to the conditions hereofof this Agreement and in accordance with such other terms, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request conditions and procedures that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller may be set forth by TAIS from time to time. Such other terms, conditions and procedures may be set forth by TAIS in each casewritten communication, ratably based such as dealer manuals, bulletins, letters, or the like. Without limiting the generality of the foregoing, the following terms will be deemed incorporated in all orders by MASTER DEALER and its DEALERS and TAIS' acceptance of such orders is expressly made conditioned on each Purchaser Group’s Ratable Share and the following: (iia) request that the LC Bank issue Letters of Credit, in each case All list prices are subject to the terms hereof change by TAIS without notice, except that TAIS shall use its best efforts to give thirty (each such purchase, reinvestment or issuance is referred 30) days prior notice to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases MASTER DEALER of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15price increases. (b) In additionAll prices, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicableunless otherwise specified, shall fund such Purchase so requested and deliver not include any applicable Federal, state or local sales, excise, use or similar taxes, all of which shall be the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any responsibility of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15MASTER DEALER. (c) All prices are F.O.B. point of shipment. TAIS shall be deemed to have delivered all AUTHORIZED PRODUCTS and related goods at point of shipment. All risk of loss or damage shall pass to MASTER DEALER or it's DESIGNATED DEALERS at the point of shipment. MASTER DEALER or its DESIGNATED DEALERS shall bear all costs of freight, freight insurance and associated costs. Within thirty (30) days after receipt of any AUTHOIRZED PRODUCTS, MASTER DEALER or it's DESIGNATED DEALERS shall notify TAIS, in writing, of any shortage, damage or defects in such AUTHORIZED PRODUCTS and failure to do so shall constitute a waiver of all claims against TAIS arising out of such shortage, damage or defects. (d) The Seller "Fiscal Year Quota For Period" listed on Schedule "C" will be used to determine MASTER DEALER's sales discount from the TAIS DEALER price list for AUTHORIZED PRODUCTS in accordance with TAIS' standard sales discount policy as set forth in Schedule "D" hereto, but TAIS may, at its sole and absolute discretion, adjust a MASTER DEALER's initial sales discount based on the MASTER DEALER's past sales performance. (e) TAIS will invoice the MASTER DEALER and its DESIGNATED DEALERS and the MASTER DEALER and its DESIGNATED DEALERS shall pay TAIS, in accordance with such payment and credit terms as are established by TAIS from time to time in TAIS' sole discretion. TAIS reserves the right to revoke at any time any credit extended to the MASTER DEALER or its DESIGNATED DEALERS because of the failure to pay for any goods when due or for any other reason deemed good and sufficient by TAIS. (f) If MASTER DEALER or its DESIGNATED DEALERS fail to pay TAIS in accordance with the payment and credit terms established by TAIS, then such failure shall constitute a material default of this Agreement and TAIS may refuse to make any further deliveries of AUTHORIZED PRODUCTS, may at its option accelerate and deem immediately due all sums MASTER DEALER or its DESIGNATED DEALERS owe to TAIS and may assert any other legal right against MASTER DEALER or its DESIGNATED DEALERS permitted by law or set forth in the payment or credit terms established by TAIS, including but not limited to the payment of interest to TAIS on past invoices. MASTER DEALER and its DESIGNATED DEALERS shall indemnify and hold harmless TAIS against all interest and costs of collection, including, but not limited to, expenses and attorney fees. (g) Delivery dates given by TAIS for orders for AUTHORIZED PRODUCTS placed by MASTER DEALER or its DESIGNATED DEALERS shall be considered TAIS estimates only and TAIS shall not be deemed to have accepted any order until the AUTHORIZED PRODUCTS are shipped by TAIS to the specified ship-to location. TAIS reserves the right to apportion AUTHORIZED PRODUCTS among its customers in its sole discretion. In the event TAIS fails to deliver AUTHORIZED PRODUCTS in accordance with the agreed upon ten days’ delivery dates, MASTER DEALER or its DESIGNATED DEALERS may cancel the Purchase Order upon written notice to TAIS, provided that TAIS shall have five (5) business days from receipt of such notice to commence the Administrator delivery. (h) MASTER DEALER and each Purchaser Agentits DESIGNATED DEALERS are encouraged to order AUTHORIZED PRODUCTS using TAIS' FYI Order Entry System. MASTER DEALER acknowledges that the FYI system contains proprietary information, reduce such as pricing, sales, technical and other data to TAIS and MASTER DEALER. MASTER DEALER will not divulge and will ensure that its DESIGNATED DEALERS will not divulge such data to third parties without written consent of TAIS' Vice President, Operations. It is the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount MASTER Dealer's responsibility to notify TAIS of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that personnel changes which may involve FYI Access Rights. MASTER DEALER will hold harmless TAIS for any breach thereof." (i) each partial reduction shall All requests for credit due to pricing or discount disputes must be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and received by TAIS' Customer Service Departments within sixty (ii60) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments days of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of invoice date, otherwise MASTER DEALER and its DESIGNATED DEALERS waive the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant right to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of receive any such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedcredit.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A Initial Principal Balance for a purchase price equal to the Facility portion the Class A Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class A Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class A Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class A Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class A Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A Principal Amount which is requested from the Class A Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class A Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, if anyan Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as applicable, so purchased. (e) Each Class A Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A Purchaser Groupeither fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s Ratable Share receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit’s Committed Purchasers shall purchase a portion of the Class A Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Groupthe amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s Pro Rata Share receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class A Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class A Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class A Purchaser be obligated to purchase any Additional Class A Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class A Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class A Principal Balance would exceed the Purchase Class A Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions of this Agreement, (i) each Noncommitted Class A Purchaser which is a party hereto on the Closing Date may purchase its Noncommitted Purchaser Percentage of the Class A Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Class A Initial Invested Amount, (ii) each Liquidity Provider which is a party hereto on the Closing Date, severally, agrees to acquire its respective Liquidity Percentage of the Class A Certificates not so acquired by its related Noncommitted Class A Purchaser on the Closing Date, and (iii) each Committed Class A Purchaser which is a party hereto on the Closing Date, severally, agrees to purchase its Committed Purchaser Percentage of the Class A Certificates, in each case for a purchase price equal to the portion of the Class A Initial Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3.1 hereof, at or prior to 11:00 a.m. New York City time on the Seller mayClosing Date, by deposit of immediately available funds to an account of the Transferor specified in writing by the Transferor to the Class A Agent. The Class A Purchasers hereby direct that the Class A Certificates be registered in the name of the Class A Agent, as nominee on behalf of the Class A Purchasers from time to time from the Closing Date hereunder. (b) On and subject to the Facility terms and conditions of this Agreement and prior to its respective Termination Date, (i) request that each Noncommitted Class A Purchaser may purchase its Noncommitted Purchaser Percentage of any Additional Class A Invested Amount offered for purchase pursuant to Section 6.15 of the Conduit PurchasersPooling and Servicing Agreement, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Liquidity Provider, severally, agrees to acquire its respective Liquidity Percentage of the LC Bank issue Letters Class A Certificates not so acquired by its related Noncommitted Class A Purchaser, and (iii) each Committed Class A Purchaser, severally, agrees to purchase its Committed Purchaser Percentage of Creditthe Additional Class A Invested Amount so offered for purchase, in each case subject for a purchase price equal to the terms hereof (each such purchaseAdditional Class A Invested Amount so purchased; PROVIDED that in no event shall a Committed Class A Purchaser be required on any date to purchase an Additional Class A Invested Amount exceeding its aggregate Available Commitment, reinvestment or issuance is referred determined prior to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) purchase. Such purchase price shall be made available to the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller mayTransferor, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect specified in Section 3.2 hereof, at or prior to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied 11:00 a.m. New York City time on the applicable Drawing Purchase Date (other than conditions with respect notice and by deposit of immediately available funds to an account or accounts specified in writing by the minimum Purchase amount), Transferor to the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15Class A Agent. (c) The Seller maypurchase of the Class A Initial Invested Amount shall be made on prior notice from the Transferor to the Class A Agent received by the Class A Agent not later than 9:00 a.m. New York City time on the Closing Date, upon ten days’ written and each purchase of any Additional Class A Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor received by the Class A Agent not later than 2:00 p.m. New York City time on the Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (i) the aggregate Class A Initial Invested Amount or Additional Class A Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. The Class A Agent shall promptly forward a copy of such notice to each Class A Purchaser. Each Noncommitted Class A Purchaser shall notify the Administrator Class A Agent by 9:30 a.m., New York City time, on the applicable Purchase Date whether it has determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b), as applicable. In the event that a Noncommitted Class A Purchaser shall not have timely provided such notice such Noncommitted Class A Purchaser shall be deemed to have determined not to make such purchase. The Class A Agent shall notify the Transferor, the Servicer and each Liquidity Provider for such Noncommitted Class A Purchaser Agenton or prior to 10:00 a.m., reduce New York City time, on the unfunded applicable Purchase Date of whether such Noncommitted Class A Purchaser has so determined to purchase its share of the Class A Initial Invested Amount or the Additional Class A Invested Amount, as the case may be, and, in the event that Noncommitted Class A Purchasers have not determined to purchase its entire share of the Class A Initial Invested Amount or Additional Class A Invested Amount, as the case may be, the Class A Agent shall specify in such notice (i) the portion of the Class A Initial Invested Amount or the Additional Class A Invested Amount, as the case may be, to be purchased by each Liquidity Provider, (ii) the applicable Purchase Limit Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. The Class A Agent shall notify the Transferor, the Servicer, the Trustee and each Class A Purchaser on the Closing Date (in whole the case of the purchase of the Class A Initial Invested Amount) or not later than the Business Day following the applicable Purchase Date (in part the case of any purchases of Additional Class A Invested Amounts) of the identity of each Class A Purchaser which purchased any portion of the Class A Initial Invested Amount or any Additional Class A Invested Amount on such day, whether such Class A Purchaser was a Noncommitted Class A Purchaser or a Committed Class A Purchaser and the portion of the Class A Initial Invested Amount or Additional Class A Invested Amount purchased by such Class A Purchaser. (but not below d) In no event may any Additional Class A Invested Amount be offered for purchase hereunder or under Section 6.15 of the amount which Pooling and Servicing Agreement, nor shall any Committed Class A Purchaser be obligated to purchase any Additional Class A Invested Amount, to the extent that such Additional Class A Invested Amount would cause exceed the aggregate Available Commitments. (e) The Class A Certificates shall be paid as provided in the Pooling and Servicing Agreement, and the Class A Agent shall allocate to the Class A Owners each payment in respect of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share Class A Certificates received by the Class A Agent in its capacity as Class A Certificateholder as provided therein. Except as otherwise provided in the Pooling and Servicing Agreement, payments in reduction of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that Class A Principal Balance shall be applied (i) each partial reduction shall be in prior to the amount Amortization Period Commencement Date, first to Class A Owners which are Committed Class A Purchasers, pro rata based on their respective Percentage Interests of at least $5,000,000the Class A Principal Balance, and in integral multiples the remainder, if any, to Class A Owners which are Noncommitted Class A Purchasers, pro rata based on their respective Percentage Interests of $1,000,000 in excess thereof the Class A Principal Balance, and (ii) unless reduced from and after the Amortization Period Commencement Date, to $0Class A Owners pro rata based on their respective Percentage Interests of the Class A Principal Balance, or in any such case in such other proportions as each affected Class A Purchsaer may agree upon in writing from time to time with the Facility Agent, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank Class A Agent, SRPC and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedSRI.

Purchases. (ai) The Sellers shall give the Administrative Agent and the Custodian notice of each request for a Purchase, pursuant to a Purchase Report, and in accordance with the provisions of Section 4.1 and Section 4.2 hereof. The Administrative Agent shall promptly forward a copy of such Purchase Report to each Managing Agent. On the terms Purchase Date specified in the Purchase Report and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the all other terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, each Issuer may, in its discretion (except that Xxxxxx shall), make available to its Managing Agent at the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share office of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; providedManaging Agent set forth in Section 13.1, that under no circumstances shall any Purchaser make any Purchase (includingin immediately available funds, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount its share of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, Purchase. (ii) In the Aggregate Capital plus the LC Participation Amount would exceed the event that an Issuer (other than Xxxxxx) shall elect not to fund a Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase requested by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Sellers, each related Group Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller agrees that it shall, on the applicable Drawing Date, automatically (and without Purchase Date specified in the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms Report and subject to satisfaction all other terms and conditions of this Agreement, make available to its Managing Agent at the office of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding Managing Agent set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount))Section 13.1, the Conduit Purchasers or Committed Purchasersin immediately available funds, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessproduct of (x) such Bank’s Bank Commitment Percentage, multiplied by (y) the portion of such Purchase that such Issuer or Issuers have elected not to fund. (iii) After each Managing Agent’s receipt of funds pursuant to the preceding paragraph (i) or (ii) and upon fulfillment of the applicable conditions set forth in Article IV, each Managing Agent will make such funds as requested by the Sellers in the related Purchase Report available to the Sellers in immediately available funds. So long as the Sellers are otherwise entitled to make a specific request to purchase Purchases, Purchase Reports that are received timely in accordance with Section 4.2(a), on a Business Day will be funded on the next Business Day following receipt of the Purchase Report. (iv) Notwithstanding the foregoing, a Bank shall not be obligated to make Purchases under this Section 2.3 at any time to the extent that the amount of all Purchases made by such Bank would exceed such Bank’s Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank under a Liquidity Agreement. In addition, notwithstanding the foregoing, Xxxxxx shall not be obligated to make Purchases under this Section 2.3 at any time to the extent that the principal amount of all Purchases made by Xxxxxx would exceed Xxxxxx’x Issuer Facility Amount less the outstanding and unpaid principal amount of any loans or purchases made by the related Group Banks under the related Liquidity Agreement. Each Bank’s obligation shall be several, such that the failure of any Bank to make available to the Sellers any funds in connection with any Purchase shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such Purchase, but no Bank shall be responsible for the LC Participant Amount over the LC Sublimit Commitments as so reducedfailure of any other Bank to make funds available in connection with any Purchase. No Bank that is a member of one Group shall be obligated to make funds available in respect of another Group of which it is not a member.

Purchases. (a) On From and after the terms Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller may, from time to time from the Closing Date Conduit Purchaser (prior to the Facility occurrence of a Redwood Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or and the Committed Purchasers in each such Purchaser Group, make purchases (after the occurrence of and reinvestments in undivided percentage ownership interests with regard the Committed Purchaser Funding Event) severally agree to the Purchased Interest from the Seller from time to time, in each case, ratably based on each purchase Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof Interests (each such purchasepurchase hereunder, reinvestment or issuance is referred to herein as a “"Purchase”). Subject to Section 1.4(b") concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time and the Seller agrees to sell such Purchaser Interests to the Purchasers. The obligation of the Conduit Purchaser to make Purchases hereunder shall be from the Closing Date until the occurrence of either a Committed Purchaser Funding Event or the Facility Termination Date. The obligation of the Committed Purchasers to make Purchases hereunder shall be from and after the occurrence of a Committed Purchaser Funding Event until the Facility Termination Date. Under no circumstances shall a Purchaser be obligated to make any Purchase if, after giving effect thereto, a Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the Receivables by the Purchasers hereunder shall consist of either (i) a purchase made by the applicable Purchasers with new funds provided by such Purchasers (each, a "Capital Purchase") or (ii) a purchase made by the applicable Purchasers with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this Agreement (each, a "Reinvestment Purchase"). On each Business Day following the Closing Date until the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant but subject to Section 1.2(a) (and3.02 hereof, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of holding a Purchaser Interest at such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, be automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested made a new Reinvestment Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to be distributed to the excessSeller pursuant to Section 6.03(c), if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) (i) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (iA) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (iiB) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (iA) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (AI) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c) or increased from time to time pursuant to Section 1.2(f)) minus (BII) its Purchaser Groupthe related LC Participant’s Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (iiB) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, Limit or (ivC) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On each Business Day on and after the terms Effective Date and subject prior to the conditions hereofTermination Date (except during a Suspension Period), the Seller mayshall, from time without any further action by itself or any other Person, sell, transfer, assign, set over and otherwise convey to time from the Closing Date Gotham (and shall be deemed to the Facility Termination Datehave sold, transferred, assigned, set over and otherwise confirmed to Gotham), without further action by itself or any other Person, and Gotham shall (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, but in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, including without limitation Section 2.01) purchase from SCI, without recourse (except as specifically provided herein), (but not in excess of the Facility Amount), all right, title and interest of SCI in, to make Purchases of undivided percentage ownership interests with regard and under its Receivables created subsequent to the Purchased Interest from the Seller from time last sale, if any, hereunder and which Receivables are not securing Loans which have become Non-Recourse and are not Defaulted Receivables, together with all monies due or to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each become due and all amounts received with respect thereto and all Related Security in respect thereof. Each Purchase requested pursuant to Section 1.2(a) (and, shall be in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation an Available Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed and the Purchase Limit, Price shall be paid either (iiix) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, by Gotham upon one Business Day's notice from SCI or (ivy) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based applying Collections on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15Purchased Receivables. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, SCI shall deliver to Gotham on the applicable Drawing DateEffective Date and on each Settlement Date a duly executed and appropriately completed Confirming Assignment (each, automatically (and without a "Confirming Assignment") in substantially the requirement form of Exhibit H hereto. Failure to deliver any further action on such Confirming Assignment shall not limit or otherwise affect the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction absolute conveyance of the conditions hereof (other than conditions with respect Receivables pursuant to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph Subsection (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15above. (c) In connection with each sale hereunder, SCI further agrees, at its own expense: (x) on or prior to the date of such sale to indicate in its computer files (by customer number or otherwise) that the Receivables being sold on such date have been transferred to Gotham pursuant to this Agreement and (y) on a monthly basis on each Reporting Date, to generate a computer list identifying (in such detail as is reasonably requested from time to time by Gotham) each of the Purchased Receivables. The Seller computer list(s) referred to in the preceding clause (y) shall be held in trust for Gotham in separate containers (prominently marked to reflect the foregoing) and in safe places; and copies of such computer lists shall, at the request of Gotham, be delivered to, or upon direction of, Gotham. The same shall be at all times open to inspection and audit by Gotham, its agents and representatives. During the continuance of a Termination Event, all such list(s) shall, at the request of Gotham, be delivered to, or upon the direction of, Gotham. (d) At any time prior to the Termination Date, SCI may, upon ten days’ 2 Business Days prior notice, deliver to the Agent from time to time a written notice stating that SCI wishes temporarily to suspend its obligation to sell additional Receivables to Gotham, and Gotham's obligation to purchase additional Receivables, under this Agreement (a "Suspension Notice"). The period during which any such Suspension Notice remains in effect is sometimes herein referred to as a "Suspension Period." Each Suspension Period shall remain in effect from and including the Administrator and each Purchaser Agent, reduce second Business Day following the unfunded portion Business Day on which the Agent receives the applicable Suspension Notice until the earlier of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000second Business Day after the Business Day on which the Agent receives written notice from SCI cancelling such Suspension Notice, and in integral multiples of $1,000,000 in excess thereof and or (ii) unless reduced the sixtieth day after the effective date of such Suspension Period (or if such day is not a Business Day, then the next succeeding Business Day). Delivery of a Suspension Notice shall not diminish, impair or delay the time for performance of any obligations of any party hereunder except to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction extent expressly provided in the Purchase Limit shall be allocated ratably among the Commitments first sentence of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause paragraph (cd). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, (i) each Conduit Purchaser may purchase its Purchaser Percentage of the Seller may, from time to time from Class A-2 Certificates on the Closing Date for a purchase price equal to its Purchaser Percentage of the Class A-2 Initial Invested Amount, and (ii) each Liquidity Purchaser for each Purchaser Group, severally, agrees to purchase on the Closing Date its Liquidity Percentage of the portion of the Class A-2 Initial Invested Amount not purchased by the Conduit Purchaser in such Purchaser Group pursuant to clause (i), in each case for a purchase price equal to the Facility portion of the Class A-2 Initial Invested Amount so purchased. (b) On and subject to the terms and conditions of this Agreement and prior to its Purchase Termination Date, (i) request that each Conduit Purchaser may purchase its Purchaser Percentage of any Additional Class A-2 Invested Amount offered for purchase pursuant to Section 6.15 of the Conduit PurchasersPooling and Servicing Agreement, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the LC Bank issue Letters of CreditAdditional Class A-2 Invested Amount so offered for purchase, in each case subject for a purchase price equal to the terms hereof Additional Class A-2 Invested Amount so purchased. (c) The purchase of the Class A-2 Initial Invested Amount shall be made on prior notice from the Transferor to the Facility Agent and each Agent received not later than 4:00 p.m. New York City time on the second Business Day preceding the Closing Date. Each purchase of any Additional Class A-2 Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor received by the Facility Agent and each Agent not later than 2:00 p.m. New York City time on the second Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (i) the aggregate Class A-2 Initial Invested Amount or Additional Class A-2 Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. Each Agent shall promptly forward a copy of each such notice received by it to each Class A-2 Purchaser in its Purchaser Group. (d) Each Conduit Purchaser shall notify the Agent for its Purchaser Group by 9:30 a.m., New York City time, on the applicable Purchase Date whether it has determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b), as applicable. In the event that a Conduit Purchaser shall not have timely provided such notice such Conduit Purchaser shall be deemed to have determined not to make such purchase. Such Agent shall notify the Transferor, reinvestment the Servicer and each Liquidity Purchaser for such Conduit Purchaser on or issuance is referred prior to herein 10:00 a.m., New York City time, on the applicable Purchase Date if such Conduit Purchaser has not determined to purchase its entire share of the Class A-2 Initial Invested Amount or the Additional Class A-2 Invested Amount, as a “Purchase”the case may be, and shall specify in such notice (i) the identity of such Conduit Purchaser, (ii) the portion of the Class A-2 Initial Invested Amount or the Additional Class A-2 Invested Amount, as the case may be, which such Conduit Purchaser has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to Section 1.4(breceiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such Conduit Purchaser's Liquidity Purchasers shall on the applicable Purchase Date purchase a portion of the Class A-2 Initial Invested Amount or the Additional Class A-2 Invested Amount, as the case may be, which such Conduit Purchaser has not elected to purchase in an amount equal to its Liquidity Percentage thereof, for a purchase price equal to the a portion of the Class A-2 Initial Invested Amount or the Additional Class A-2 Invested Amount, as the case may be, so purchased. (e) concerning reinvestmentsEach Class A-2 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at no time will a Conduit Purchaser have any obligation or prior to make a Purchase. Each Committed Purchaser severally hereby agrees2:00 p.m., New York City time, on the terms applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Transferor in the event that any Class A-2 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and subject (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the conditions hereof, to make Purchases account of undivided percentage ownership interests with regard to Transferor in the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on United States specified in the applicable Purchaser Group’s Ratable Share of each Purchase requested purchase notice given pursuant to Section 1.2(asubsection 2.1(c) (andor, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Transferor to such Agent not later than the second Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a Conduit Purchaser elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, such Conduit Purchaser shall be deemed to have rescinded its election to make such purchase, and neither the LC Bank agrees Transferor nor any other party shall have any claim against such Conduit Purchaser by reason for its failure to issue Letters timely make such purchase. In any such case, such Agent shall give notice of Credit such failure not later than noon, New York City time, on the Purchase Date to each Liquidity Purchaser for such Conduit Purchaser, which notice shall specify (i) the identity of such Conduit Purchaser, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Liquidity Purchasers on such Purchase Date (as determined by such Agent in return good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such Conduit Purchaser's Liquidity Purchasers shall purchase a portion of the Class A-2 Invested Amount in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Transferor described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of this Agreement. (g) The Agent for each Purchaser Group shall notify the Transferor, the Servicer and each LC Participant hereby severally agrees to make participation advances Class A-2 Purchaser in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from Group on the Closing Date (in the case of the purchase of the Class A-2 Initial Invested Amount) or not later than the second Business Day following the applicable Increase Date (in the case of any purchases of Additional Class A-2 Invested Amounts) of the identity of each Class A-2 Purchaser in such Purchaser Group which purchased any portion of the Class A-2 Initial Invested Amount or any Additional Class A-2 Invested Amount on such Purchase Date, whether such Class A-2 Purchaser was a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser and the portion of the Class A-2 Initial Invested Amount or Additional Class A-2 Invested Amount purchased by such Class A-2 Purchaser. (h) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-2 Invested Amount which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment, and in no event shall a Liquidity Purchaser be required on any date to purchase an Additional Class A-2 Invested Amount which would result in its Percentage Interest of the Class A-2 Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-2 Invested Amount be offered for purchase hereunder or under Section 6.15 of the Supplement, nor shall any Class A-2 Purchaser be obligated to purchase any Additional Class A-2 Invested Amounts, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchasepurchase, the Class A-2 Principal Balance would exceed the Class A-2 Purchase Limit. (i) The initial Class A-2 Purchasers hereby direct that the aggregate outstanding amount Class A-2 Certificates be registered in the name of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed PurchasersXxxx & Co., as applicable, nominee on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount behalf of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.Class A-2

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, (i) each Conduit Purchaser may purchase its Purchaser Percentage of the Seller may, from time to time from Class A-1 Certificates on the Closing Date for a purchase price equal to its Purchaser Percentage of the Class A-1 Initial Invested Amount, and (ii) each Liquidity Purchaser for each Purchaser Group, severally, agrees to purchase on the Closing Date its Liquidity Percentage of the portion of the Class A-1 Initial Invested Amount not purchased by the Conduit Purchaser in such Purchaser Group pursuant to clause (i), in each case for a purchase price equal to the Facility portion of the Class A-1 Initial Invested Amount so purchased. (b) On and subject to the terms and conditions of this Agreement and prior to its Purchase Termination Date, (i) request that each Conduit Purchaser may purchase its Purchaser Percentage of any Additional Class A-1 Invested Amount offered for purchase pursuant to Section 6.15 of the Conduit PurchasersPooling and Servicing Agreement, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the LC Bank issue Letters of CreditAdditional Class A-1 Invested Amount so offered for purchase, in each case subject for a purchase price equal to the terms hereof Additional Class A-1 Invested Amount so purchased. (c) The purchase of the Class A-1 Initial Invested Amount shall be made on prior notice from the Transferor to the Facility Agent and each Agent received not later than 4:00 p.m. New York City time on the Business Day preceding the Closing Date. Each purchase of any Additional Class A-1 Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor received by the Facility Agent and each Agent not later than 2:00 p.m. New York City time on the Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (i) the aggregate Class A-1 Initial Invested Amount or Additional Class A-1 Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. Each Agent shall promptly forward a copy of each such notice received by it to each Class A-1 Purchaser in its Purchaser Group. (d) Each Conduit Purchaser shall notify the Agent for its Purchaser Group by 9:30 a.m., New York City time, on the applicable Purchase Date whether it has determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b), as applicable. In the event that a Conduit Purchaser shall not have timely provided such notice such Conduit Purchaser shall be deemed to have determined not to make such purchase. Such Agent shall notify the Transferor, reinvestment the Servicer and each Liquidity Purchaser for such Conduit Purchaser on or issuance is referred prior to herein 10:00 a.m., New York City time, on the applicable Purchase Date if such Conduit Purchaser has not determined to purchase its entire share of the Class A-1 Initial Invested Amount or the Additional Class A-1 Invested Amount, as a “Purchase”the case may be, and shall specify in such notice (i) the identity of such Conduit Purchaser, (ii) the portion of the Class A-1 Initial Invested Amount or the Additional Class A-1 Invested Amount, as the case may be, which such Conduit Purchaser has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to Section 1.4(breceiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such Conduit Purchaser's Liquidity Purchasers shall on the applicable Purchase Date purchase a portion of the Class A-1 Initial Invested Amount or the Additional Class A-1 Invested Amount, as the case may be, which such Conduit Purchaser has not elected to purchase in an amount equal to its Liquidity Percentage thereof, for a purchase price equal to the a portion of the Class A-1 Initial Invested Amount or the Additional Class A-1 Invested Amount, as the case may be, so purchased. (e) concerning reinvestmentsEach Class A-1 Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at no time will a Conduit Purchaser have any obligation or prior to make a Purchase. Each Committed Purchaser severally hereby agrees2:00 p.m., New York City time, on the terms applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Transferor in the event that any Class A-1 Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and subject (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the conditions hereof, to make Purchases account of undivided percentage ownership interests with regard to Transferor in the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on United States specified in the applicable Purchaser Group’s Ratable Share of each Purchase requested purchase notice given pursuant to Section 1.2(asubsection 2.1(c) (andor, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Transferor to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a Conduit Purchaser elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, such Conduit Purchaser shall be deemed to have rescinded its election to make such purchase, and neither the LC Bank agrees Transferor nor any other party shall have any claim against such Conduit Purchaser by reason for its failure to issue Letters timely make such purchase. In any such case, such Agent shall give notice of Credit such failure not later than noon, New York City time, on the Purchase Date to each Liquidity Purchaser for such Conduit Purchaser, which notice shall specify (i) the identity of such Conduit Purchaser, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Liquidity Purchasers on such Purchase Date (as determined by such Agent in return good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such Conduit Purchaser's Liquidity Purchasers shall purchase a portion of the Class A-1 Invested Amount in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Transferor described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of this Agreement. (g) The Agent for each Purchaser Group shall notify the Transferor, the Servicer and each LC Participant hereby severally agrees to make participation advances Class A-1 Purchaser in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from Group on the Closing Date (in the case of the purchase of the Class A-1 Initial Invested Amount) or not later than the Business Day following the applicable Increase Date (in the case of any purchases of Additional Class A-1 Invested Amounts) of the identity of each Class A-1 Purchaser in such Purchaser Group which purchased any portion of the Class A-1 Initial Invested Amount or any Additional Class A-1 Invested Amount on such Purchase Date, whether such Class A-1 Purchaser was a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser and the portion of the Class A-1 Initial Invested Amount or Additional Class A-1 Invested Amount purchased by such Class A-1 Purchaser. (h) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A-1 Invested Amount which would result in its Percentage Interest of the Class A-1 Principal Balance, determined after giving effect to such purchase, exceeding its Commitment, and in no event shall a Liquidity Purchaser be required on any date to purchase an Additional Class A-1 Invested Amount which would result in its Percentage Interest of the Class A-1 Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class A-1 Invested Amount be offered for purchase hereunder or under Section 6.15 of the Supplement, nor shall any Class A-1 Purchaser be obligated to purchase any Additional Class A-1 Invested Amounts, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchasepurchase, the Class A-1 Principal Balance would exceed the Class A-1 Purchase Limit. (i) The Class A-1 Purchasers in each Purchaser Group hereby direct that the Class A-1 Certificates be registered in the name of the Agent for such Purchaser Group, as nominee on behalf of the Class A-1 Purchasers in such Purchaser Group from time to time hereunder. (j) The Class A-1 Certificates and interest thereon shall be paid as provided in the Pooling and Servicing Agreement, and each Agent shall allocate to the Class A-1 Owners in its Purchaser Group each payment in respect of the Class A-1 Certificates received by such Agent in its capacity as Class A-1 Certificateholder as provided herein. Payments in reduction of the Class A-1 Invested Amount shall be allocated and applied to Class A-1 Owners pro rata based on their respective Percentage Interests of the Class A-1 Principal Balance, or in any such case in such other proportions as each affected Class A-1 Purchaser may agree upon in writing from time to time with such Agent and the Transferor; provided that from and after a Partial Expiration Date until the earlier to occur of (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to Purchase Termination Date for all other Capital funded by all other Class A-1 Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, and (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, date on which (iiiA) the Commitment Percentage aggregate amount of its Purchaser Group’s Pro Rata Share payments in reduction of the LC Participation Amount would exceed its LC Sublimit Commitment, or Class A-1 Principal Balance made after such Partial Expiration Date equals (ivB) the LC Participation aggregate Class A-1 Exiting Purchaser Amortization Amount would exceed the aggregate for such Partial Expiration Date, payments on a Class A-1 Certificate in reduction of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus Class A-1 Principal Balance evidenced by such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit Class A-1 Certificate shall be allocated ratably among the Commitments and applied to Class A-1 Owners of such Class A-1 Certificate which are Exiting Purchasers pro rata based on their respective Percentage Interests of the Purchasers Class A-1 Principal Balance. Payments of interest in accordance with their respective Commitments. The LC Sublimit Commitment respect of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction portion of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) the Class A-1 Principal Balance evidenced by a Class A-1 Certificate shall be effective unless at the time allocated and applied to Class A-1 Owners of such reduction Class A-1 Certificate pro rata based upon the amount respective amounts of funds on deposit interest owed to them, determined as provided in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.Section 2.3

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15., (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full Dollar Equivalent amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15.outstanding amounts funded by (c) The Seller may, upon ten sixty (60) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Groupthe LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,000125,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective CommitmentsCommitments and the Alternative Currency Sublimit shall be ratably reduced. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the Dollar Equivalent of the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if any, the Dollar Equivalent of the LC Participant Amount over amount on deposit in the LC Sublimit Commitments Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reducedreduced by such partial reduction. (d) Each of the parties hereto hereby acknowledges and agrees that the Purchaser Group that includes PNC, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of such Purchases. (e) Notwithstanding anything to the contrary in this Agreement, the Aggregate Capital shall equal at least the Minimum Funding Threshold at all times (other than with respect to up to thirty (30) consecutive calendar days in any calendar year.

Purchases. (a) On the terms Each Seller hereby sells, transfers, absolutely assigns, conveys and subject sets over to the conditions hereofPurchaser, the Seller may, from time to time from effective on the Closing Date and on each Applicable Daily Settlement Date occurring after the Closing Date and prior to the Facility Termination Date, (i) request that all Receivables owned by such Seller as of the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases close of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, business on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Business Day immediately preceding such Closing Date to the Facility Termination Dateor Applicable Daily Settlement Date (each, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such a "Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b")) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, The purchase price (the Seller shall, "Purchase Price") for the Receivables (together with the Related Security) payable on the applicable Drawing Date, automatically (and without the requirement of Closing Date or any further action on the part of any Person hereunder) Daily Settlement Date shall be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount fair market value of such drawingReceivables, as agreed between the relevant Seller and the Purchaser. Subject The Purchase Price for the Transferred Receivables sold by each Seller to the limitations Purchaser pursuant to this Agreement shall be paid on funding set forth the Closing Date and each Daily Settlement Date (i) in paragraph cash, and (aii) above (and in the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), sole discretion of the Conduit Purchasers or Committed Purchasersrelevant Seller, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly capital contributed by that Seller to the Administrator to be immediately distributed by the Administrator to the LC Bank. If Purchaser, or any combination of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15foregoing. (c) The Notwithstanding anything herein or in any other Transaction Document to the contrary, as of the Closing Date and each Daily Settlement Date, if the fair market value of any Transferred Receivable exceeds the Purchase Price for such Transferred Receivable previously agreed between the relevant Seller mayand the Purchaser, then such excess shall be deemed to be a contribution to the capital of the Purchaser by the relevant Seller as of such date and shall increase that Seller's beneficial ownership interest in the Purchaser accordingly. (d) Each Seller shall, upon ten days’ written notice each request of the Purchaser or the Administrative Agent, confirm each Purchase hereunder on any Applicable Daily Settlement Date by a certificate of assignment executed by such Seller, a copy of which certificate shall be provided by the Servicer to the Administrator and Administrative Agent pursuant to the Receivables Purchase Agreement. Upon each Purchaser AgentPurchase of Receivables, reduce the unfunded portion ownership of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus each such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction Receivable shall be vested in the amount of at least $5,000,000Purchaser, and no Seller shall take any action inconsistent with such ownership or claim any ownership interest in integral multiples any such Receivable. (e) Each Seller shall indicate in its records that the ownership of $1,000,000 in excess thereof each Applicable Transferred Receivable is held by the Purchaser or its assignee. In addition, such Seller shall respond to any inquiries with respect to ownership of an Applicable Transferred Receivable by stating that it is no longer the owner of such Receivable and (ii) unless reduced to $0, that ownership of such Applicable Transferred Receivable is held by the Purchase Limit shall in no event be reduced below $25,000,000Purchaser or its assignee. Each reduction in Seller will furnish to the Purchase Limit shall be allocated ratably among Purchaser from time to time with statements and schedules further identifying and describing the Commitments of the Purchasers in accordance Applicable Transferred Receivables and with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce such other reports in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at such Transferred Receivables as the time of such reduction the amount of funds on deposit Purchaser may reasonably request, all in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedreasonable detail.

Purchases. (a) On From and after the terms Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) may request that the Conduit Purchasers, or, only if any, in each a Conduit Purchaser Group denies such request or the Committed Purchasers in each is unable to fund such Purchaser Group, make purchases request (and provides notice of and reinvestments in undivided percentage ownership interests with regard such denial or inability to fund to the Purchased Interest from Seller, the Seller from time to timeAdministrative Agent, in each caseand such Conduit Purchaser's Purchaser Agent), ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Creditsuch Conduit Purchaser's related Committed Purchasers, in each case subject to the terms hereof purchase Purchaser Interests (each such purchasepurchase hereunder, reinvestment or issuance is referred a "Purchase") and the Seller agrees to herein as a “Purchase”)sell such Purchaser Interests to the Purchasers. Subject to those funds that will be deemed to be Reinvestment Purchases as described in this Section 1.4(b) concerning reinvestments2.01, at no time will the Conduit Purchasers who are not also Committed Purchasers are not obligated to make any Purchase, except that Redwood, in its capacity as a Conduit Purchaser have any obligation Purchaser, shall not GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement exercise its discretion to deny a request by the Seller to make a PurchasePurchase unless a Redwood Termination Date has occurred. Each Committed Conduit Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, that if it determines, in its discretion, to make Purchases a Purchase requested of undivided percentage ownership interests it, such Conduit Purchaser shall make available, in accordance with regard Section 2.04(b) hereof, an amount equal to such Conduit Purchaser's Purchaser Group's Pro Rata Share of such Purchase. Each of the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination DateCommitted Purchasers severally agrees, ratably based on the applicable terms and conditions hereof, that if a Purchase is requested of it and the Committed Purchaser Expiry Date for such Committed Purchaser has not occurred, such Committed Purchaser shall make available in accordance with Section 2.04(b) hereof, an amount equal to such Committed Purchaser's Purchaser Group’s Ratable 's Pro Rata Share of each such Purchase requested pursuant to Section 1.2(a) (and, and in the case of each Committed PurchaserPurchaser within a particular Purchaser Group, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s 's Pro Rata Share of such draws) undivided percentage ownership interests with regard to Purchase). Notwithstanding the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; providedforegoing, that under no circumstances shall any a Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchasethereto, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group a Purchase Excess would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15exist. (b) In additionEach Committed Purchaser's obligation hereunder shall be several, if there is a drawing under any Letter of Credit, such that the Seller shall, on the applicable Drawing Date, automatically (and without the requirement failure of any further action on the part of Committed Purchaser to make a payment in connection with any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or hereunder shall not relieve any other Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out Purchaser of its own funds available therefor) in accordance with Section 1.15obligation hereunder to make payment for such Purchase. (c) The Seller may, upon ten days’ written notice to Each purchase of undivided percentage ownership interests in the Administrator and each Purchaser Agent, reduce Transferred Receivables by the unfunded portion Purchasers hereunder shall consist of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that either (i) a purchase made by the Applicable Purchasers with new funds provided by such Purchasers (each, a "Capital Purchase") or (ii) a purchase made by the Applicable Purchasers with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this Agreement which does not increase the Aggregate Capital Investment or any Capital Investment (each, a "Reinvestment Purchase"). On each partial reduction Business Day following the Closing Date until the Facility Termination Date, but subject to the conditions set forth in Section 3.02 hereof, each Purchaser holding a Purchaser Interest at such time shall be automatically deemed to have made a Reinvestment Purchase with the excess of (x) the proceeds of Collections in which it has a Purchaser Interest over (y) the amount to be paid pursuant to Sections 6.02(b)(i), 6.03(f), 6.03(g) and 8.06(d), except that if the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), such Reinvestment Purchase shall be made in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced funds to $0, be distributed to the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments Seller pursuant to this clause (cSection 6.04(d). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On From and after the terms Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each severally agrees to purchase, such Purchaser Group, make purchases Purchaser’s Pro Rata Share of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof Interest (each such purchasepurchase hereunder, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from and the Closing Date Seller agrees to sell such Purchaser Interests to the Facility Termination DatePurchasers. Each Purchaser agrees that if a Purchase is requested, ratably based on the applicable such Purchaser Group’s Ratable Share of each Purchase requested pursuant to shall make available in accordance with Section 1.2(a2.04(b) (andhereof, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit an amount equal to such LC Participant’s Commitment Percentage of its Purchaser GroupPurchaser’s Pro Rata Share of such drawsPurchase. Each Purchase shall consist of either (i) undivided percentage ownership interests a Purchase made with regard new funds provided by such Purchasers (each, a “Capital Purchase”) or (ii) a Purchase made with funds consisting of Collections allocated to the Purchased Interest from Purchaser Interests pursuant to the Seller from time to time from terms of this Agreement (each, a “Reinvestment Purchase”). On each Business Day following the Closing Date to until the Facility Termination Date; provided, but subject to Section 3.02 hereof, each Purchaser holding a Purchaser Interest at such time shall be automatically deemed to have made a Reinvestment Purchase with the amount of funds to be distributed to the Seller pursuant to Section 2.08, if any. (b) Each Purchaser’s obligation hereunder shall be several, such that the failure of any Purchaser to make a payment in connection with any Purchase hereunder shall not relieve any other Purchaser of its obligation hereunder to make payment for such Purchase. (c) Notwithstanding the foregoing, under no circumstances shall any a Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchasethereto, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group a Purchase Excess would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15exist. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On The Purchaser hereby unconditionally and irrevocably agrees to purchase from the terms Company up to $15,000,000 of Common Stock (the "Commitment") in one or more tranches on and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to provided this Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.152.2. (b) In addition, if there is a drawing under any Letter of CreditCommencing on or after the Effective Date, the Seller shallCompany may give a notice (a "Put Notice") to the Purchaser, on with a copy to the applicable Drawing Date, automatically Escrow Agent. The Put Notice shall specify the dollar amount (and without the requirement of any further action on the part of any Person hereunder"Put Amount") be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof Common Stock to be purchased by the Purchaser (other which amount shall be not be less than conditions with respect to notice one hundred fifty thousand dollars ($150,000) and the minimum Purchase amountnot more than five million dollars ($5,000,000) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amountany given Put Notice)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller mayExcept as specifically provided in this Section 2.3, upon ten days’ written notice the purchase and sale of Additional Shares effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than Section 2.3 hereof). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Purchaser shall be deemed to have made all of the representations, warranties and covenants set forth in the Transaction Documents as of the Additional Closing Date. (d) It shall be a condition to the Administrator and each Purchaser AgentCompany's right to issue a Put Notice that, reduce the unfunded portion as of the Purchase Limit in whole Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or in part Statements for all Securities purchased prior to the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective (but not below the amount which would cause "Registration Statement") and (B) the aggregate representations and warranties of the Capital of Company contained in Article 4 hereof shall be true and correct in all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share material respects (and the Company's issuance of the face amount Additional Common Stock shall constitute the Company's making each such representation and warranty as of any outstanding Letters such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of Credit the Company from the Initial Closing Date through and including the Additional Shares (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). (e) As of each Put Notice Date and Closing Date, the minimum Put Amount shall not be less than one hundred fifty thousand dollars ($150,000) and the maximum Put Amount shall not exceed the lesser of two hundred percent (200%) of the average Trading Volume for the twenty (20) consecutive trading days ending the day before the relevant Put Notice and Closing Date, or $5,000,000. (f) Except to exceed its Group Commitment the extent specifically contemplated by the provisions of this Section, each Additional Closing shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (after giving effect to such reduction)); provided that g) The Purchaser's obligations under this Section 2.2 shall terminate at the later of (i) each partial reduction shall be in twelve (12) months after the amount of at least $5,000,000Initial Closing Date, and in integral multiples of $1,000,000 in excess thereof and or (ii) unless reduced the date at which the Company has sold $15,000,000 worth of Common Stock to $0the Purchaser, provided, however, that the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit Company shall be allocated ratably among the Commitments entitled to one automatic twelve (12) month extension if at least twenty percent (20%) (i.e. $3,000,000) of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of is drawn down during the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause first six (c). No reduction of Commitments pursuant to this clause (c6) shall be effective unless at months from the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedEffective Date.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, (i) each Conduit Purchaser may purchase its Purchaser Percentage of the Seller may, from time to time from Class B Certificates on the Closing Date for a purchase price equal to its Purchaser Percentage of the Class B Initial Invested Amount, and (ii) each Liquidity Purchaser for each Purchaser Group, severally, agrees to purchase on the Closing Date its Liquidity Percentage of the portion of the Class B Initial Invested Amount not purchased by the Conduit Purchaser in such Purchaser Group pursuant to clause (i), in each case for a purchase price equal to the Facility portion of the Class B Initial Invested Amount so purchased. (b) On and subject to the terms and conditions of this Agreement and prior to its Purchase Termination Date, (i) request that each Conduit Purchaser may purchase its Purchaser Percentage of any Additional Class B Invested Amount offered for purchase pursuant to Section 6.15 of the Conduit PurchasersPooling and Servicing Agreement, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the LC Bank issue Letters of CreditAdditional Class B Invested Amount so offered for purchase, in each case subject for a purchase price equal to the terms hereof Additional Class B Invested Amount so purchased. (c) The purchase of the Class B Initial Invested Amount shall be made on prior notice from the Transferor to the Facility Agent and each Agent received not later than 4:00 p.m. New York City time on the Business Day preceding the Closing Date. Each purchase of any Additional Class B Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor received by the Facility Agent and each Agent not later than 2:00 p.m. New York City time on the Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (i) the aggregate Class B Initial Invested Amount or Additional Class B Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. Each Agent shall promptly forward a copy of each such notice received by it to each Class B Purchaser in its Purchaser Group. (d) Each Conduit Purchaser shall notify the Agent for its Purchaser Group by 9:30 a.m., New York City time, on the applicable Purchase Date whether it has determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b), as applicable. In the event that a Conduit Purchaser shall not have timely provided such notice such Conduit Purchaser shall be deemed to have determined not to make such purchase. Such Agent shall notify the Transferor, reinvestment the Servicer and each Liquidity Purchaser for such Conduit Purchaser on or issuance is referred prior to herein 10:00 a.m., New York City time, on the applicable Purchase Date if such Conduit Purchaser has not determined to purchase its entire share of the Class B Initial Invested Amount or the Additional Class B Invested Amount, as a “Purchase”the case may be, and shall specify in such notice (i) the identity of such Conduit Purchaser, (ii) the portion of the Class B Initial Invested Amount or the Additional Class B Invested Amount, as the case may be, which such Conduit Purchaser has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Liquidity Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to Section 1.4(breceiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such Conduit Purchaser's Liquidity Purchasers shall on the applicable Purchase Date purchase a portion of the Class B Initial Invested Amount or the Additional Class B Invested Amount, as the case may be, which such Conduit Purchaser has not elected to purchase in an amount equal to its Liquidity Percentage thereof, for a purchase price equal to the a portion of the Class B Initial Invested Amount or the Additional Class B Invested Amount, as the case may be, so purchased. (e) concerning reinvestmentsEach Class B Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3 hereof, at no time will a Conduit Purchaser have any obligation or prior to make a Purchase. Each Committed Purchaser severally hereby agrees2:00 p.m., New York City time, on the terms applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Transferor in the event that any Class B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and subject (ii) the fulfillment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the conditions hereof, to make Purchases account of undivided percentage ownership interests with regard to Transferor in the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on United States specified in the applicable Purchaser Group’s Ratable Share of each Purchase requested purchase notice given pursuant to Section 1.2(asubsection 2.1(c) (andor, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Transferor to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a Conduit Purchaser elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, such Conduit Purchaser shall be deemed to have rescinded its election to make such purchase, and neither the LC Bank agrees Transferor nor any other party shall have any claim against such Conduit Purchaser by reason for its failure to issue Letters timely make such purchase. In any such case, such Agent shall give notice of Credit such failure not later than noon, New York City time, on the Purchase Date to each Liquidity Purchaser for such Conduit Purchaser, which notice shall specify (i) the identity of such Conduit Purchaser, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Liquidity Purchasers on such Purchase Date (as determined by such Agent in return good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such Conduit Purchaser or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such Conduit Purchaser's Liquidity Purchasers shall purchase a portion of the Class B Invested Amount in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Transferor described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of this Agreement. (g) The Agent for each Purchaser Group shall notify the Transferor, the Servicer and each LC Participant hereby severally agrees to make participation advances Class B Purchaser in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from Group on the Closing Date (in the case of the purchase of the Class B Initial Invested Amount) or not later than the Business Day following the applicable Increase Date (in the case of any purchases of Additional Class B Invested Amounts) of the identity of each Class B Purchaser in such Purchaser Group which purchased any portion of the Class B Initial Invested Amount or any Additional Class B Invested Amount on such Purchase Date, whether such Class B Purchaser was a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser and the portion of the Class B Initial Invested Amount or Additional Class B Invested Amount purchased by such Class B Purchaser. (h) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Invested Amount which would result in its Percentage Interest of the Class B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment, and in no event shall a Liquidity Purchaser be required on any date to purchase an Additional Class B Invested Amount which would result in its Percentage Interest of the Class B Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment. In no event may any Additional Class B Invested Amount be offered for purchase hereunder or under Section 6.15 of the Supplement, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Invested Amounts, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchasepurchase, the Class B Principal Balance would exceed the Class B Purchase Limit. (i) The Class B Purchasers in each Purchaser Group hereby direct that the Class B Certificates be registered in the name of the Agent for such Purchaser Group, as nominee on behalf of the Class B Purchasers in such Purchaser Group from time to time hereunder. (j) The Class B Certificates and interest thereon shall be paid as provided in the Pooling and Servicing Agreement, and each Agent shall allocate to the Class B Owners in its Purchaser Group each payment in respect of the Class B Certificates received by such Agent in its capacity as Class B Certificateholder as provided herein. Payments in reduction of the Class B Invested Amount shall be allocated and applied to Class B Owners pro rata based on their respective Percentage Interests of the Class B Principal Balance, or in any such case in such other proportions as each affected Class B Purchaser may agree upon in writing from time to time with such Agent and the Transferor; provided that from and after a Partial Expiration Date until the earlier to occur of (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to Purchase Termination Date for all other Capital funded by all other Class B Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, and (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, date on which (iiiA) the Commitment Percentage aggregate amount of its Purchaser Group’s Pro Rata Share payments in reduction of the LC Participation Amount would exceed its LC Sublimit Commitment, or Class B Principal Balance made after such Partial Expiration Date equals (ivB) the LC Participation aggregate Class B Exiting Purchaser Amortization Amount would exceed the aggregate for such Partial Expiration Date, payments on a Class B Certificate in reduction of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus Class B Principal Balance evidenced by such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit Class B Certificate shall be allocated ratably among the Commitments and applied to Class B Owners of such Class B Certificate which are Exiting Purchasers pro rata based on their respective Percentage Interests of the Purchasers Class B Principal Balance. Payments of interest in accordance with their respective Commitments. The LC Sublimit Commitment respect of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction portion of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) the Class B Principal Balance evidenced by a Class B Certificate shall be effective unless at the time allocated and applied to Class B Owners of such reduction Class B Certificate pro rata based upon the amount respective amounts of funds on deposit interest owed to them, determined as provided in Section 2.3 and the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedIssuance Supplement.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, and each Committed Purchaser that is in a Purchaser Group that does not include a CP Conduit shall, purchase its Purchaser Percentage of the Class B Initial Principal Balance for a purchase price equal to the Facility Termination Date, portion the Class B Initial Principal Balance so purchased. (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of On and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (and conditions of this Agreement and prior to the related Purchase Termination Date, each such purchaseCP Conduit may, reinvestment or issuance is referred to herein as a “Purchase”). Subject in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 1.4(b12.6 of the Indenture and subsection 2.1(c) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms hereof. (ii) On and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees Committed Purchasers agree to issue Letters make purchases of Credit Additional Class B Principal Amounts on or prior to the related Commitment Termination Date. (c) Each purchase of any Additional Class B Principal Amount hereunder on the applicable Borrowing Date shall be in return accordance with the provisions of Section 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 4:30 p.m., New York City time, at least two Business Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 9:00 a.m., New York City time, on the Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, in the aggregate equal at least $50,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each LC Participant hereby severally agrees Class B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make participation advances the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of Credit the applicable conditions set forth in Article III hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its Purchaser Group’s Pro Rata Share share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from Class B Initial Principal Balance or the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunderAdditional Class B Principal Amount, as applicable, ifso purchased. Subject to the satisfaction of the applicable conditions set forth in Article III hereof, each Committed Purchaser that is part of a Purchaser Group that does not include a CP Conduit shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class B Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article III hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article III hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article III hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount which would result in its Percentage Interest of the Class B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6 of the Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the extent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class B Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class B Principal Balance would exceed the Purchase Class B Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of Under this Agreement, the LC Bank Company agrees to issue Letters of Credit in return for (purchase from the Choice Supplier, and each LC Participant hereby severally the Choice Supplier agrees to sell and assign to the Company, the Choice Supplier’s Accounts Receivable arising from gas commodity sales to its Customers in accordance with the terms and conditions of this Agreement including the following requirements: a. The Company shall make participation advances purchases on a daily basis beginning on the commencement date of this Agreement (see Paragraph 3, below) and shall make purchases daily through the remainder of the term of this Agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Choice Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Choice Supplier shall be effected on a monthly basis as provided in connection Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any draws under Customer’s indebtedness incurred prior to that Customer’s enrollment with the Choice Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the NIPSCO Choice program for the month being purchased. c. Choice Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Letters Accounts Receivable will be free and clear of Credit equal to such LC Participant’s Commitment Percentage all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of its Purchaser Group’s Pro Rata Share a breach of such draws) undivided percentage ownership interests warranty. d. Although it is not the intent of this Agreement to interfere with regard or otherwise compromise the confidential nature of any information possessed by Choice Supplier, Choice Supplier hereby agrees to the Purchased Interest from the Seller from time provide access at reasonable times and in a reasonable manner to time from the Closing Date to the Facility Termination Date; providedall books, that under no circumstances shall any Purchaser make any Purchase records and other information (including, without limitationlimitation data contained in computer programs, any deemed Purchases pursuant to Section 1.1(b)tapes, discs, punch cards, data processing software and related property and rights) or issue any Letters of Credit hereunder, as applicable, if, after giving effect relating to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank Accounts Receivable and the LC Participants. The Seller may, subject only to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be extent necessary in the amount of at least $5,000,000, event Company possesses no other reasonably comparable information and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced therefore needs such access to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of collect such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedAccounts Receivable.

Purchases. Within two (a2) On Business Days following the terms satisfaction of the conditions (the “Commencement”) as set forth in Sections 7 and subject 8 below (the date of satisfaction of such conditions, (the “Commencement Date”)), the Company shall have the right, but not the obligation, in its sole and absolute discretion, to deliver to the conditions hereof, the Seller may, Investor from time to time from a Purchase Notice directing the Closing Date Investor to buy Purchase Shares (each such purchase a “Purchase”) in any amount up to two hundred thousand (200,000) Purchase Shares per Purchase Notice at the Facility Termination applicable Purchase Price on the applicable Purchase Date; provided, however, that such amount may be increased to up to (i) request that the Conduit Purchaserstwo hundred fifty thousand (250,000) Purchase Shares per Purchase Notice, if any, in each Purchaser Group the Closing Sale Price of the Common Stock equals or exceeds One Dollar and Fifty Cents ($1.50) on the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share Purchase Date and (ii) request that three hundred thousand (300,000) Purchase Shares per Purchase Notice, if the LC Bank issue Letters Closing Sale Price of Credit, in each case the Common Stock equals or exceeds Two Dollars and Fifty Cents ($2.50) on the Purchase Date. The foregoing minimum Closing Sale Price threshold requirements shall be subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the terms hereof (each such purchase, reinvestment or issuance is date of this Agreement and are hereinafter referred to herein as a the “PurchaseIncreased Purchase Threshold Prices”). Subject to Section 1.4(bIf the Company delivers any Purchase Notice for an amount of Purchase Shares in excess of two hundred thousand (200,000) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based Purchase Shares but on the applicable Purchaser Group’s Ratable Share Purchase Date the Closing Sale Price of each the Common Stock is below the applicable Increased Purchase requested pursuant to Section 1.2(a) (andThreshold Price as set forth herein, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject Purchase Notice shall be void ab initio to the conditions extent of this Agreementthe amount by which the number of Purchase Shares set forth in such Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the LC Bank agrees Investor shall have no obligation to issue Letters purchase such excess Purchase Shares in respect of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Datethat Purchase Notice; provided, that under no circumstances the Investor shall any Purchaser make any remain obligated to purchase the number of Purchase (including, without limitation, any deemed Purchases pursuant Shares which the Company is permitted to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers include in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC ParticipantsNotice. The Seller may, subject Company may deliver multiple Purchase Notices to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, Investor so long as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and two (ii2) unless reduced to $0, Business Days have passed since the most recent Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedwas completed.

Purchases. (a) On the terms and subject to the terms and conditions of this Agreement, (i) each Noncommitted Class B Purchaser which is a party hereto on the Closing Date may purchase its Noncommitted Purchaser Percentage of the Class B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Class B Initial Invested Amount, (ii) each Liquidity Provider which is a party hereto on the Closing Date, severally, agrees to acquire its respective Liquidity Percentage of the Class B Certificates not so acquired by its related Noncommitted Class B Purchaser on the Closing Date, and (iii) each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to purchase its Committed Purchaser Percentage of the Class B Certificates, in each case for a purchase price equal to the portion of the Class B Initial Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3.1 hereof, at or prior to 11:00 a.m. New York City time on the Seller mayClosing Date, by deposit of immediately available funds to an account of the Transferor specified in writing by the Transferor to the Class B Agent. The Class B Purchasers hereby direct that the Class B Certificates be registered in the name of the Class B Agent, as nominee on behalf of the Class B Purchasers from time to time from the Closing Date hereunder. (b) On and subject to the Facility terms and conditions of this Agreement and prior to its respective Termination Date, (i) request that each Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any Additional Class B Invested Amount offered for purchase pursuant to Section 6.15 of the Conduit PurchasersPooling and Servicing Agreement, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Liquidity Provider, severally, agrees to acquire its respective Liquidity Percentage of the LC Bank issue Letters Class B Certificates not so acquired by its related Noncommitted Class B Purchaser, and (iii) each Committed Class B Purchaser, severally, agrees to purchase its Committed Purchaser Percentage of Creditthe Additional Class B Invested Amount so offered for purchase, in each case subject for a purchase price equal to the terms hereof (each such purchaseAdditional Class B Invested Amount so purchased; PROVIDED that in no event shall a Committed Class B Purchaser be required on any date to purchase an Additional Class B Invested Amount exceeding its aggregate Available Commitment, reinvestment or issuance is referred determined prior to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) purchase. Such purchase price shall be made available to the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller mayTransferor, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect specified in Section 3.2 hereof, at or prior to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied 11:00 a.m. New York City time on the applicable Drawing Purchase Date (other than conditions with respect notice and by deposit of immediately available funds to an account or accounts specified in writing by the minimum Purchase amount), Transferor to the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15Class B Agent. (c) The Seller maypurchase of the Class B Initial Invested Amount shall be made on prior notice from the Transferor to the Class B Agent received by the Class B Agent not later than 9:00 a.m. New York City time on the Closing Date, upon ten days’ written and each purchase of any Additional Class B Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor received by the Class B Agent not later than 2:00 p.m. New York City time on the Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (i) the aggregate Class B Initial Invested Amount or Additional Class B Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. The Class B Agent shall promptly forward a copy of such notice to each Class B Purchaser. Each Noncommitted Class B Purchaser shall notify the Administrator Class B Agent by 9:30 a.m., New York City time, on the applicable Purchase Date whether it has determined to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b), as applicable. In the event that a Noncommitted Class B Purchaser shall not have timely provided such notice such Noncommitted Class B Purchaser shall be deemed to have determined not to make such purchase. The Class B Agent shall notify the Transferor, the Servicer and each Liquidity Provider for such Noncommitted Class B Purchaser Agenton or prior to 10:00 a.m., reduce New York City time, on the unfunded applicable Purchase Date of whether such Noncommitted Class B Purchaser has so determined to purchase its share of the Class B Initial Invested Amount or the Additional Class B Invested Amount, as the case may be, and, in the event that Noncommitted Class B Purchasers have not determined to purchase its entire share of the Class B Initial Invested Amount or Additional Class B Invested Amount, as the case may be, the Class B Agent shall specify in such notice (i) the portion of the Class B Initial Invested Amount or the Additional Class B Invested Amount, as the case may be, to be purchased by each Liquidity Provider, (ii) the applicable Purchase Limit Date (which shall be a Business Day), and (iii) instructions as to the deposit of the proceeds of the purchase. The Class B Agent shall notify the Transferor, the Servicer, the Trustee and each Class B Purchaser on the Closing Date (in whole the case of the purchase of the Class B Initial Invested Amount) or not later than the Business Day following the applicable Purchase Date (in part the case of any purchases of Additional Class B Invested Amounts) of the identity of each Class B Purchaser which purchased any portion of the Class B Initial Invested Amount or any Additional Class B Invested Amount on such day, whether such Class B Purchaser was a Noncommitted Class B Purchaser or a Committed Class B Purchaser and the portion of the Class B Initial Invested Amount or Additional Class B Invested Amount purchased by such Class B Purchaser. (but not below d) In no event may any Additional Class B Invested Amount be offered for purchase hereunder or under Section 6.15 of the amount which Pooling and Servicing Agreement, nor shall any Committed Class B Purchaser be obligated to purchase any Additional Class B Invested Amount, to the extent that such Additional Class B Invested Amount would cause exceed the aggregate Available Commitments. (e) The Class B Certificates shall be paid as provided in the Pooling and Servicing Agreement, and the Class B Agent shall allocate to the Class B Owners each payment in respect of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share Class B Certificates received by the Class B Agent in its capacity as Class B Certificateholder as provided therein. Except as otherwise provided in the Pooling and Servicing Agreement, payments in reduction of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that Class B Principal Balance shall be applied (i) each partial reduction shall be in prior to the amount Amortization Period Commencement Date, first to Class B Owners which are Committed Class B Purchasers, pro rata based on their respective Percentage Interests of at least $5,000,000the Class B Principal Balance, and in integral multiples the remainder, if any, to Class B Owners which are Noncommitted Class B Purchasers, pro rata based on their respective Percentage Interests of $1,000,000 in excess thereof the Class B Principal Balance, and (ii) unless reduced from and after the Amortization Period Commencement Date, to $0Class B Owners pro rata based on their respective Percentage Interests of the Class B Principal Balance, or in any such case in such other proportions as each affected Class B Purchsaer may agree upon in writing from time to time with the Facility Agent, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank Class B Agent, SRPC and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedSRI.

Purchases. (a) On the terms and subject to the terms and conditions of this Agreement, each Noncommitted Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Noncommitted Purchaser Percentage of the Class B Certificates on the Closing Date for a purchase price equal to its Noncommitted Purchaser Percentage of the Initial Class B Invested Amount, which shall not be less than $62,500, and each Committed Class B Purchaser which is a party hereto on the Closing Date, severally, agrees to acquire its Commitment Percentage of the Class B Certificates not so acquired by Noncommitted Class B Purchasers on the Closing Date for a purchase price equal to the portion of the Initial Class B Invested Amount represented thereby on the Closing Date. Such purchase price shall be made available to the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 1:00 p.m. New York City time on the Seller mayClosing Date, at an account of the Transferor specified in writing by the Transferor to the Agent in funds immediately available to the Transferor. The Class B Purchasers hereby direct that the Class B Certificates be registered in the name of the Agent, on behalf of the Class B Owners from time to time from the Closing Date hereunder. (b) On and subject to the Facility terms and conditions of this Agreement and prior to the Termination Date, (i) request that each Noncommitted Class B Purchaser may purchase its Noncommitted Purchaser Percentage of any VFC Additional Class B Invested Amount offered for purchase by the Conduit PurchasersTransferor pursuant to Section 6.15 of the Pooling and Servicing Agreement in an amount of not less than $62,500, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Committed Class B Purchaser, severally, agrees to purchase a portion of such VFC Additional Class B Invested Amount which is not purchased by Noncommitted Class B Purchasers pursuant to clause (i) in an amount equal to the LC Bank issue Letters lesser of Credit(A) its Commitment Percentage thereof, or (B) the excess of its Commitment over its Percentage Interest of the Class B Investor Principal Balance (determined prior to giving effect to such purchase), in each either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased. Such purchase price shall be made available to the Trustee in immediately available funds, for the account of the Transferor, subject to the satisfaction of the conditions specified in Section 3 hereof, at or prior to 1:00 p.m. New York City time on the applicable Purchase Date specified pursuant to subsection 2.1(c), for deposit in the Proceeds Account held by the Trustee pursuant to the Supplement. Each Noncommited Class B Purchaser which is a Structured Purchaser confirms by becoming a party to this Agreement that, subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees it currently intends to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment purchase its Noncommitted Purchaser Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to any VFC Additional Class B Invested Amount offered for purchase by the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases Transferor pursuant to Section 1.1(b)) 6.15 of the Pooling and Servicing Agreement to the extent that, at the time of such purchase, it is permitted and able in the ordinary course of its business to issue commercial paper which is rated not lower than the respective ratings assigned by Moody's and Standard & Poor's on the date on which such Structured Purchaser became a Class B Purchaser (without increasing or issue otherwise modifying any Letters letter of Credit hereunder, as applicable, if, after giving effect credit or other enhancement provided to such Purchase, (i) the aggregate outstanding amount of the Capital funded Structured Purchaser or any liquidity support provided to such Structured Purchaser by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amountAffected Parties) in an aggregate amount equal sufficient amounts fully to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15purchase. (c) The Seller maypurchase of the Initial Class B Invested Amount shall be made on prior notice from the Transferor to the Agent received by the Agent not later than 9:30 a.m. New York City time on the Closing Date, upon ten days’ written and each purchase of any VFC Additional Class B Invested Amount on the applicable Purchase Date shall be made on prior notice from the Transferor to the Agent received by the Agent not later than 4:00 p.m. New York City time on the Business Day immediately preceding such Purchase Date. Each such notice shall be irrevocable and shall specify (i) the aggregate VFC Additional Class B Invested Amount to be purchased, (ii) the applicable Purchase Date (which shall be a Business Day), and (iii) the desired duration of the initial Fixed Period for the Class B Investor Principal Balance of each applicable Purchaser. The Agent shall promptly forward a copy of such notice to each Class B Purchaser. In the Administrator case of the purchase of a VFC Additional Class B Invested Amount, each Noncommitted Class B Purchaser shall notify the Agent by 10:45 a.m., New York City time, on the applicable Purchase Date whether it has determined to make such purchase and, if so, whether all of the terms specified by the Transferor are acceptable to such Noncommitted Class B Purchaser. In the event that a Noncommitted Class B Purchaser shall not have timely provided such notice, it shall be deemed to have determined not to make such purchase. The Agent shall notify the Transferor and each Committed Class B Purchaser Agenton or prior to 11:00 a.m., reduce New York City time, on the unfunded applicable Purchase Date of whether each Noncommitted Class B Purchaser has so determined to purchase its share of such VFC Additional Class B Invested Amount and, in the event that Noncommitted Class B Purchasers have not determined to purchase the entire VFC Additional Class B Invested Amount, the Agent shall specify in such notice (i) the portion of the VFC Additional Class B Invested Amount to be purchased by each Committed Class B Purchaser, (ii) the applicable Purchase Limit in whole Date (which shall be a Business Day), and (iii) the duration of the initial Fixed Period for the Class B Investor Principal Balance of each Committed Class B Purchaser. (d) In no event may the Transferor offer any VFC Additional Class B Invested Amount for purchase hereunder or in part (but not below under Section 6.15 of the amount which Pooling and Servicing Agreement, nor shall any Committed Class B Purchaser be obligated to purchase any VFC Additional Class B Invested Amount, to the extent that such VFC Additional Class B Invested Amount, when aggregated with the Class B Investor Principal Balance determined prior to giving effect to the issuance thereof, would cause exceed the aggregate Commitments. (e) In the event that one or more Committed Class B Purchasers (the "DEFAULTING PURCHASERS") fails to fund its Committed Percentage of any purchase of a VFC Additional Class B Invested Amount by 1:00 p.m., New York City time, on the applicable Purchase Date and the Servicer shall have notified the Agent of such failure by not later than 1:30 p.m., New York City time, on such Purchase Date, the Agent shall so notify each of the Capital other Committed Class B Purchasers (the "NONDEFAULTING PURCHASERS") not later than 2:30 p.m., New York City time, on such Purchase Date, and each Nondefaulting Purchaser shall, subject to the satisfaction of the conditions specified in Section 3 hereof, purchase a portion of the aggregate VFC Additional Class B Invested Amount which was to be purchased by the Defaulting Purchasers equal to the lesser of (i) its Commitment Percentage thereof as a percentage of the aggregate Commitment Percentages of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share Nondefaulting Purchasers, and (ii) the excess of its Commitment over its Percentage Interest of the face amount of any outstanding Letters of Credit Class B Investor Principal Balance (determined prior to exceed its Group Commitment (after giving effect to such reductionpurchase)); provided that , in either case for a purchase price equal to the VFC Additional Class B Invested Amount so purchased, by making such purchase price available to the Trustee for the account of the Transferor at or prior to 5:00 p.m. New York City time, on such Purchase Date for deposit into the Proceeds Account in immediately available funds. No such purchase by Nondefaulting Purchasers shall relieve any Defaulting Purchaser of its obligations to make purchases hereunder, and each Defaulting Purchaser shall from and after the applicable Purchase Date be obligated to purchase the portion of any VFC Additional Class B Invested Amount which such Defaulting Purchaser was required to purchase hereunder and which was purchased by a Nondefaulting Purchaser from such Nondefaulting Purchaser at a purchase price equal to (i) each partial reduction shall be in the amount portion of at least $5,000,000the Class B Investor Principal Balance represented thereby, and in integral multiples of $1,000,000 in excess thereof and plus (ii) unless reduced accrued and unpaid interest thereon at the applicable Class B Certificate Rate, plus (iii) an amount calculated at the rate of 1.0% per annum from the applicable Purchase Date for such VFC Additional Class B Invested Amount through the date of such purchase by the Defaulting Purchaser. The Transferor shall have the right to $0replace any Defaulting Purchaser hereunder with a Replacement Purchaser, and the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in Agent, acting at the Purchase Limit shall be allocated ratably among the Commitments request of the Purchasers in accordance Required Class B Purchasers, shall have the right to replace such Defaulting Purchaser with their respective Commitments. The LC Sublimit Commitment a Replacement Purchaser which is an Eligible Assignee or is otherwise reasonably acceptable to the Transferor; PROVIDED, that (x) such replacement shall not affect the Defaulting Purchaser's right to receive any amounts otherwise owed to it hereunder, when and as the same would have been due and payable without regard to such replacement (subject to the rights of the LC Bank other parties hereto with respect to such Defaulting Purchaser), and each LC Participant shall automatically ratably reduce in connection (y) such Replacement Purchaser shall, concurrently with each reduction its becoming a Committed Class B Purchaser hereunder, purchase the portion of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless any VFC Additional Class B Invested Amount at the time required to be purchased by the Defaulting Purchaser pursuant to the preceding sentence for a purchase price equal to (i) the portion of the Class B Investor Principal Balance represented thereby, plus (ii) accrued and unpaid interest thereon at the applicable Class B Certificate Rate; PROVIDED FURTHER, that upon any such replacement and purchase by a Replacement Purchaser, any amounts owing to Nondefaulting Purchasers by such Defaulting Purchaser under clause (iii) of the preceding sentence shall remain an obligation of such reduction the amount of funds on deposit Defaulting Purchaser. (f) The Class B Certificates shall be paid as provided in the LC Collateral Account is at least an amount equal Pooling and Servicing Agreement. The Agent shall allocate each payment in reduction of the Class B Investor Principal Balance to the excessClass B Owners PRO RATA based on their respective Percentage Interests, if any, and shall allocate each payment of Class B Interest for any Business Day to the Class B Owners PRO RATA based on the Yield on such Class B Owner's portion of the LC Participant Amount over Class B Investor Principal Balance for such Business Day. Amounts so allocated by the LC Sublimit Commitments Agent shall be distributed by the Agent to the respective Class B Owners when and as so reducedreceived by the Agent from the Trust.

Purchases. (a) On During the terms term of this Agreement and subject to the terms and conditions hereof, and subject to acceptable credit being established and maintained by MRI, which acceptable credit will be determined in OCR's sole judgment, OCR shall sell to MRI and MRI shall purchase from OCR, on an exclusive basis, and utilizing OCR's sales order forms, all of MRI's requirements of scrap galvanized steel (herein referred to as "Material") to be processed at the Seller mayPlant which is estimated to be approximately 100,000 gross tons per year. Subject to Section 18 hereof, from time such purchases shall be based on OCR's sales to time from third parties of Processed Material and OCR and MRI shall communicate to each other as to OCR's needs. OCR agrees to use reasonable efforts to establish long term sources of supply on terms reasonably satisfactory to MRI. Such terms shall include price, quantity, quality specifications and delivery schedules. All shipments shall be invoiced on OCR standard forms and shall reflect the Closing Date following terms: a) Each portion of the Material will be purchased by MRI at a price (the "Purchase Price") equal to the Facility Termination Date, (sum of the following: i) request that Cost of such portion of the Conduit PurchasersMaterial to OCR; ii) Applicable freight charges, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases from origin of and reinvestments in undivided percentage ownership interests with regard shipment to the Purchased Interest from Plant; iii) A purchase commission in an amount equal to three percent (3%) of the Seller from time total amounts referred to time, in each case, ratably based on each Purchaser Group’s Ratable Share clauses (i) and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15above. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new The Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank Price for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part Material shall be payable to OCR upon the earlier of: i) Thirty (but not below 30) days from the amount which would cause date of delivery to the aggregate Plant of such portion of the Capital Material or ii) The date of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share offset described in Section 4 below. The obligation of MRI to pay the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction Purchase Price shall be secured by a first security interest in the amount favor of at least $5,000,000OCR on all present and future inventory of Material and Processed Material and accounts receivable of MRI. MRI hereby grants to OCR a first security interest in all of its present and future inventory of Material and Processed Material and in all proceeds thereof, including insurance proceeds, and in integral multiples all of $1,000,000 its present and future accounts receivable and in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedall proceeds thereof.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class B Initial Principal Balance for a purchase price equal to the Facility portion the Class B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, if anyan Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class B Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser Groupeither fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s Ratable Share receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit’s Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Groupthe amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s Pro Rata Share receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class B Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class B Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class B Principal Balance would exceed the Purchase Class B Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A Initial Principal Balance for a purchase price equal to the Facility Termination Date, portion the Class A Initial Principal Balance so purchased. (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of On and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (and conditions of this Agreement and prior to the related Purchase Termination Date, each such purchaseCP Conduit may, reinvestment or issuance is referred to herein as a “Purchase”). Subject in its sole discretion, purchase its Purchaser Percentage of any Additional Class A Principal Amount offered for purchase pursuant to Section 1.4(b12.6 of the Indenture and subsection 2.1(c) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms hereof. (ii) On and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees Committed Purchasers agree to issue Letters make purchases of Credit Additional Class A Principal Amounts on or prior to the related Commitment Termination Date. (c) Each purchase of any Additional Class A Principal Amount hereunder on the applicable Borrowing Date shall be in return accordance with the provisions of Section 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 4:30 p.m., New York City time, at least two Business Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 9:00 a.m., New York City time, on the Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A Principal Amount which is requested from the Class A Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, in the aggregate equal at least $50,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each LC Participant hereby severally agrees Class A Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make participation advances the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of Credit the applicable conditions set forth in Article III hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class A Notes on the applicable Purchase Date in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of the portion of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its Purchaser Group’s Pro Rata Share share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from Class A Initial Principal Balance or the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunderAdditional Class A Principal Amount, as applicable, ifso purchased. (e) Each Class A Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article III hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article III hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article III hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s Committed Purchasers shall purchase a portion of the Class A Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A Principal Amount which would result in its Percentage Interest of the Class A Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A Principal Amount be offered for purchase hereunder or under Section 12.6 of the Indenture, nor shall any Class A Purchaser be obligated to purchase any Additional Class A Principal Amount, to the extent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class A Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class A Principal Balance would exceed the Purchase Class A Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) (i) On the Closing Date, subject to the terms and conditions hereof, each Purchaser severally agrees to purchase such Purchaser’s Pro Rata Share of a Purchaser Interest with an aggregate Capital Investment equal to the Initial Term Purchaser Interest Amount from the Seller, and the Seller agrees to sell such Purchaser Interests to the Purchasers (together with any Reinvestment Purchases with respect thereto, the “Term Purchaser Interest”). (ii) In addition, from and after the Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in severally agrees to purchase such Purchaser’s Pro Rata Share of each such additional Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from and the Closing Date Seller agrees to sell such Purchaser Interests to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) Purchasers (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreementtogether with any Reinvestment Purchases with respect thereto, the LC Bank “Revolving Purchaser Interest”). (iii) Each Purchaser agrees to issue Letters of Credit that if a Purchase is requested, such Purchaser shall make available in return for (and each LC Participant hereby severally agrees to make participation advances in connection accordance with any draws under such Letters of Credit Section 2.03(b) hereof, an amount equal to such LC Participant’s Commitment Percentage of its Purchaser GroupPurchaser’s Pro Rata Share of such drawsPurchase. Each Purchase shall consist of either (i) undivided percentage ownership interests a Purchase made with regard new funds provided by such Purchasers (each, a “Capital Purchase”) or (ii) a Purchase made with funds consisting of Collections allocated to the Purchased Interest from Purchaser Interests pursuant to the Seller from time to time from terms of this Agreement (each, a “Reinvestment Purchase”). On each Business Day following the Closing Date to until the Facility Termination Date; provided, but subject to Section 3.02 hereof, each Purchaser holding a Purchaser Interest at such time shall be automatically deemed to have made a Reinvestment Purchase with the amount of funds to be distributed to the Seller pursuant to Section 2.08, if any. (iv) Notwithstanding anything herein to the contrary, each Purchaser’s Pro Rata Share of (x) Capital Investment in respect of the Term Purchaser Interest and (y) Capital Investment in respect of the Revolving Purchaser Interest shall be the same at all times. (b) Each Purchaser’s obligation hereunder shall be several, such that the failure of any Purchaser to make a payment in connection with any Purchase hereunder shall not relieve any other Purchaser of its obligation hereunder to make payment for such Purchase. (c) Notwithstanding the foregoing, under no circumstances shall any a Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchasethereto, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group a Purchase Excess would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15exist. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On DEALER shall order and purchase AUTHORIZED PRODUCTS from TAIS in accordance with the terms and subject to the conditions hereofof this Agreement and in accordance with such other terms, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of conditions and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller procedures established by TAIS from time to time. Such other terms, conditions and procedures may be set forth by TAIS in each casewritten communication, ratably based such as dealer manuals, bulletins, letters, or the like. Without limiting the generality of the foregoing, the following terms will be deemed incorporated in all orders by DEALER and TAIS's acceptance of such orders is expressly made conditioned on each Purchaser Group’s Ratable Share and the following: (iia) request that the LC Bank issue Letters of Credit, in each case All list prices are subject to the terms hereof change by TAIS without notice, except that TAIS shall use its best efforts to give thirty (each such purchase30) days prior notice to DEALER of price increases. All prices, reinvestment unless otherwise specified shall not include any applicable Federal, state or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestmentslocal sales, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions hereinexcise, use or similar taxes, all of which shall be the proceeds responsibility of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15DEALER. (b) In addition, if there is a drawing under any Letter All requests for credit due to pricing or discount disputes must be received by TAIS’s Customer Service Department within sixty (60) days of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such invoice date, on otherwise DEALER waives the terms and subject right to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of receive any such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15credit. (c) All prices are F.O.B. point of shipment. TAIS shall be deemed to have delivered all AUTHORIZED PRODUCTS and related goods at point of shipment. All risk of loss or damage shall pass to DEALER at the point of shipment. Dealer shall bear all costs of freight, freight insurance and associated costs. Within thirty (30) days after receipt of any AUTHORIZED PRODUCTS, DEALER shall notify TAIS in writing of any shortage, damage or defects in such AUTHORIZED PRODUCTS and failure to do so shall be deemed conclusive proof that such shortage, damage or defects are not attributable to the fault of TAIS and shall constitute a waiver of all claims against TAIS arising out of such shortage, damage or defects. (d) The Seller "Fiscal Year Quota For Period" listed on Schedule "C" (discounts for other TAIS authorized products may be reflected on Schedule “E”) will be used to determine DEALER's sales discount from the TAIS DEALER price list for AUTHORIZED PRODUCTS in accordance with TAIS standard sales discount policy as set forth in Schedule "C" hereto, but TAIS may, at its sole and absolute discretion, adjust a DEALER’s initial sales discount based on the DEALER’s past sales performance. (e) TAIS will invoice the DEALER and the DEALER shall pay TAIS, in accordance with such payment and credit terms as are established for DEALER by TAIS from time to time in TAIS sole discretion. TAIS reserves the right to revoke at any time any credit extended to the DEALER because of the DEALER's failure to pay for any goods when due or for any other reason deemed good and sufficient by TAIS. (f) If DEALER fails to pay TAIS in accordance with the payment and credit terms established for DEALER by TAIS, then such failure shall constitute a material default of this Agreement and TAIS may refuse to make any further deliveries of AUTHORIZED PRODUCTS, may at its option accelerate and deem immediately due all sums DEALER owes to TAIS and may assert any other legal right against DEALER permitted by law or set forth in the payment or credit terms established by TAIS, including but not limited to the payment of interest to TAIS on past due invoices. DEALER shall indemnify and hold harmless TAIS against all interest and costs of collection, including, but not limited to, expenses and attorney fees. (g) Delivery dates given by TAIS for orders for AUTHORIZED PRODUCTS placed by DEALER shall be considered TAIS estimates only and TAIS shall not be deemed to have accepted any order until the AUTHORIZED PRODUCTS are shipped by TAIS to the DEALER. TAIS reserves the right to apportion AUTHORIZED PRODUCTS among its customers in its sole discretion. In the event TAIS fails to deliver AUTHORIZED PRODUCTS in accordance with the agreed upon ten days’ delivery dates, DEALER may cancel the Purchase Order upon written notice to TAIS, provided that TAIS shall have five (5) business days from receipt of such notice to commence the Administrator delivery. (h) DEALER is encouraged to order AUTHORIZED PRODUCTS using TAIS's FYI Order Entry System. DEALER acknowledges that the FYI system contains proprietary information, such as, pricing, sales, technical and each Purchaser Agentother data to TAIS and DEALER. DEALER will not divulge such data to third parties without the written consent of TAIS's Vice President, reduce Operations. It is the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount DEALER's Responsibility to notify TAIS of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000personnel changes which may involve FYI Access Rights. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedDEALER will hold harmless TAIS for any breach thereof.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class B Initial Principal Balance for a purchase price equal to the Facility portion the Class B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount an Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class A-2 Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class B Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser Group’s Ratable Share either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit's Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Group’s Pro Rata Share the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class B Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class B Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class B Principal Balance would exceed the Purchase Class B Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms Each Seller hereby sells, transfers, absolutely assigns, conveys and subject sets over to the conditions hereofPurchaser, the Seller may, from time to time from effective on the Closing Date and on each Applicable Daily Settlement Date occurring after the Closing Date and prior to the Facility Termination Date, all Receivables owned by such Seller as of the close of business on the Business Day immediately preceding such Closing Date or Applicable Daily Settlement Date (i) request that the Conduit Purchaserseach, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, The purchase price (the Seller shall, “Purchase Price”) for the Receivables (together with the Related Security) payable on the applicable Drawing Date, automatically (and without the requirement of Closing Date or any further action on the part of any Person hereunder) Daily Settlement Date shall be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount fair market value of such drawingReceivables, as agreed between the relevant Seller and the Purchaser. Subject The Purchase Price for the Transferred Receivables sold by each Seller to the limitations Purchaser pursuant to this Agreement shall be paid on funding set forth the Closing Date and each Daily Settlement Date (i) in paragraph cash, and (aii) above (and in the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), sole discretion of the Conduit Purchasers or Committed Purchasersrelevant Seller, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly capital contributed by that Seller to the Administrator to be immediately distributed by the Administrator to the LC Bank. If Purchaser, or any combination of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15foregoing. (c) The Notwithstanding anything herein or in any other Transaction Document to the contrary, as of the Closing Date and each Daily Settlement Date, if the fair market value of any Transferred Receivable exceeds the Purchase Price for such Transferred Receivable previously agreed between the relevant Seller mayand the Purchaser, then such excess shall be deemed to be a contribution to the capital of the Purchaser by the relevant Seller as of such date and shall increase that Seller’s beneficial ownership interest in the Purchaser accordingly. (d) Each Seller shall, upon ten days’ written notice each request of the Purchaser or the Administrative Agent, confirm each Purchase hereunder on any Applicable Daily Settlement Date by a certificate of assignment executed by such Seller, a copy of which certificate shall be provided by the Servicer to the Administrator and Administrative Agent pursuant to the Receivables Purchase Agreement. Upon each Purchaser AgentPurchase of Receivables, reduce the unfunded portion ownership of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus each such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction Receivable shall be vested in the amount of at least $5,000,000Purchaser, and no Seller shall take any action inconsistent with such ownership or claim any ownership interest in integral multiples any such Receivable. (e) Each Seller shall indicate in its records that the ownership of $1,000,000 in excess thereof each Applicable Transferred Receivable is held by the Purchaser or its assignee. In addition, such Seller shall respond to any inquiries with respect to ownership of an Applicable Transferred Receivable by stating that it is no longer the owner of such Receivable and (ii) unless reduced to $0, that ownership of such Applicable Transferred Receivable is held by the Purchase Limit shall in no event be reduced below $25,000,000Purchaser or its assignee. Each reduction in Seller will furnish to the Purchase Limit shall be allocated ratably among Purchaser from time to time with statements and schedules further identifying and describing the Commitments of the Purchasers in accordance Applicable Transferred Receivables and with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce such other reports in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at such Transferred Receivables as the time of such reduction the amount of funds on deposit Purchaser may reasonably request, all in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reducedreasonable detail.

Purchases. All purchases of goods, supplies and services required in connection with the Operation of the Hotel (a“Hotel Purchases”) On shall be made by the terms and subject to Operator through one or more of the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, following (each a “Procuring Party”) (i) request that the Conduit PurchasersOperator’s corporate departments, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of CreditOperator’s Affiliates or (iii) any non- Affiliate purchasing or brokering service, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (specifically including, without limitation, Avendra (in which Operator or an Affiliate of Operator currently owns a minority interest), provided that the aggregate cost to the Owner (including the Purchasing Fee) of any deemed Hotel Purchase shall not be in excess of the costs that a third party would charge on a competitive basis for goods, supplies and services of comparable quality and character (the “Comparable Aggregate Cost Test”). All Hotel Purchases shall be subject to the following provisions: (a) the Operator shall have the right to arrange any Hotel Purchase, directly or indirectly, through any Procuring Party or, in Operator’s sole discretion, directly with any vendor on a direct purchase basis in accordance with specifications and purchasing standards adopted by the Operator from time to time; (b) the Operator shall have the right to charge the Owner for all Hotel Purchases purchased through any Procuring Party, the price paid by the Procuring Party for such goods, supplies and services plus any purchasing fee charged by such Procuring Party and described in the Annual Budget (the “Purchasing Fee”), provided that the prices and Purchasing Fee are no less favorable than those generally charged to other Operator Hotels by such Procuring Party; (c) the Operator may retain rebates, sponsorship fees, discounts and similar considerations on Hotel Purchases made by a Procuring Party that is either a corporate department of the Operator or an Affiliate of the Operator, provided that all Hotel Purchases with respect to which such considerations are made nevertheless satisfy the Comparable Aggregate Cost Test. Non-Affiliate Procuring Parties may retain rebates or discounts on Hotel Purchases made by such Procuring Party; (d) the amounts charged to the Owner with respect to all Hotel Purchases (determined in accordance with the provisions of Sections 3.8(a) and (b)) shall be Operating Expenses of the Hotel (except to the extent such expenses constitute Capital Expenditures or are otherwise excluded from treatment as Operating Expenses pursuant to Section 1.1(b)9.6) or issue and shall be paid by the Owner as provided herein; and (e) notwithstanding any Letters other provision of Credit hereunder, as applicable, if, after giving effect this Section 3.8 to such Purchasethe contrary, (i) all Hotel Purchases involving goods, supplies and services identified with any Operator Names or Operator Symbols shall be purchased from or through a Procuring Party for such purpose, provided that the aggregate outstanding amount of the Capital funded prices and terms thereof are no less favorable than those generally charged to other Operator Hotels by such PurchaserProcuring Party (allowing for regional variation in pricing due to scarcity, when added delivery costs, and other factors that reasonably vary with region); and (ii) with respect to all major Hotel Purchases involving Furniture, Fixtures and Equipment or Capital Improvements (other Capital funded by all than “consumables” and categories of items necessary to ensure consistency with other Purchasers in such Purchaser’s Purchaser Group would exceed Operator Hotels, including Operating Equipment or Operating Supplies displaying Operator Names or Operator Symbols), (A) its Purchaser Group’s Group Commitment minus the Operator shall seek competitive bids and (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, Owner may purchase such goods or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller mayservices independently, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction Operator’s approval of the conditions hereof (other than conditions with respect to notice quality and the minimum Purchase amount) in an aggregate amount equal to the amount character of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers goods or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15services purchased. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On From and after the terms Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller may, from time to time from the Closing Date Conduit Purchaser (prior to the Facility occurrence of a Redwood Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or and the Committed Purchasers in each such Purchaser Group, make purchases (after the occurrence of and reinvestments in undivided percentage ownership interests with regard the Committed Purchaser Funding Event) severally agree to the Purchased Interest from the Seller from time to time, in each case, ratably based on each purchase Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof Interests (each such purchasepurchase hereunder, reinvestment or issuance is referred to herein as a “"Purchase”). Subject to Section 1.4(b") concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from and the Seller agrees to sell such Purchaser Interests to the Purchasers. Under no circumstances shall a Purchaser make any Purchase if, after giving effect thereto, a Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the Receivables by the Purchasers hereunder shall consist of either (i) a purchase made by the applicable Purchasers with new funds provided by such Purchasers (each, a "Capital Purchase") or (ii) a purchase made by the Applicable Purchasers with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this Agreement which does not increase the Capital Investment (each, a " Reinvestment Purchase"). On each Business Day following the Closing Date to until the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and but subject to the conditions set forth in Section 3.02 hereof, each Purchaser holding a Purchaser Interest at such time shall be automatically deemed to have made a Reinvestment Purchase with the excess of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount proceeds of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers Collections in such Purchaser’s which it has a Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, Interest over (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject amount to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) be paid pursuant to Section 1.15. 6.02(b) through (bd) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)6.02(g), except that if the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested Administrative Agent has taken dominion and deliver control over the proceeds thereof directly Lockbox Accounts pursuant to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amountSection 6.01(a)(i), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Reinvestment Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be made in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced funds to $0, be distributed to the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments Seller pursuant to this clause (cSection 6.03(d). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class C Initial Principal Balance for a purchase price equal to the Facility portion the Class C Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class C Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class C Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class C Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class C Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class C Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class C Principal Amount which is requested from the Class C Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class C Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class C Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class C Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount an Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class A-2 Purchase Agreement or the Class B Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class C Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit's Committed Purchasers shall make a purchase of Class C Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class C Initial Principal Balance or the Additional Class C Principal Amount, as applicable, so purchased. (e) Each Class C Purchaser's purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class C Purchaser Group’s Ratable Share either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent's receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit's Committed Purchasers shall purchase a portion of the Class C Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Group’s Pro Rata Share the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent's receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class C Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class C Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class C Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class C Purchaser be obligated to purchase any Additional Class C Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class C Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class C Principal Balance would exceed the Purchase Class C Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time to time from on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class B Initial Principal Balance for a purchase price equal to the Facility portion the Class B Initial Principal Balance so purchased. (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 12.6(a) of the Indenture and subsection 2.1(c) hereof. (ii) Subject to the provisions of Section 2.1(g) hereof and so long as the related Swingline Borrowing was funded in compliance with the terms of Section 12.6(b) of the Indenture, the Committed Purchasers agree to make purchases of Additional Class B Principal Amounts on or prior to the related Commitment Termination Date to refund Swingline Borrowings and/or to purchase participations in Swingline Borrowings in accordance with Section 12.6(b) of the Indenture. The obligation of Committed Purchaser to so purchase Additional Class B Principal Amounts and/or participations in Swingline Borrowings pursuant to Section 12.6(b) of the Indenture shall be absolute, irrevocable and unconditional, and not be affected by any circumstance, including (i) request any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser or the Issuer may have against the Class S Noteholders, the Issuer, either Seller, the Servicer, the Trustee, the Administrative Agent or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default (including the occurrence of any Insolvency Event with respect to the Issuer), (iii) any Borrowing Base Deficiency or any adverse change in the Collateral or in the condition (financial or other) of the Issuer, either Seller or the Servicer, (iv) any breach of the Indenture or any Basic Document by the Issuer, either Seller, the Servicer, the Trust Collateral Agent, the Custodian, the Backup Servicer, the Administrative Agent or the Trustee, (v) the failure of the conditions set forth in Section 3.2 of this Agreement to have been or to be satisfied, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any purchase of a participation in a Swingline Borrowing shall be deemed to increase the Class B Principal Balance for purposes of this Agreement. (c) Each purchase of any Additional Class B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6(a) of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 2:00 p.m., New York City time, on the day it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the Conduit Purchasersapplicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A-1 Principal Amount, if anyan Additional Class A-2 Principal Amount an Additional Class B Principal Amount, and/or an Additional Class C Principal Amount which, except in the case of borrowings the proceeds of which are used to repay Swingline Borrowings, in the aggregate equal at least $50,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A-1 Purchase Agreement, Class A-2 Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class B Purchaser. (d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. (e) Each Class B Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard subject to the Purchased Interest from fulfillment of the Seller from time applicable conditions set forth in Article 3 hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in each case, ratably based on each subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser Groupeither fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s Ratable Share receipt of such funds and (ii) request that the LC Bank issue Letters fulfillment of Creditthe applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in each case subject the same type of funds received, by wire transfer thereof to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on account in the terms and subject to United States specified by the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on Issuer in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andBorrowing Notice or, in the case of each Committed Purchaserthe purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit’s Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Groupthe amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s Pro Rata Share receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture. (g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount or a participation in Swingline Borrowings which would result in its Percentage Interest from of the Seller from time Class B Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6(a) of the Closing Date Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Additional Class B Principal Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class B Principal Balance would exceed the Purchase Class B Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) its Purchaser Groupthe LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit, Limit and (y) an amount equal to the Net Receivables Pool Balance plus any amount on deposit in the LC Collateral Account minus the Total Reserves or (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse outstanding amounts funded by the LC Bank for the full amount and each such LC Participant) in satisfaction of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon ten 60 days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Groupthe LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,000125,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if any, of the amount on deposit in the LC Participant Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount over and the LC Sublimit Commitments Purchase Limit as so reducedreduced by such partial reduction.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the each Purchaser Group’s Conduit PurchasersPurchaser or, only if any, there is no Conduit Purchaser in each such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Committed Purchasers in Seller, the Administrator and its Purchaser Agent), ratably (based on each such Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) its Purchaser Groupthe LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit, Limit and (y) an amount equal to the Net Receivables Pool Balance plus any amount on deposit in the LC Collateral Account minus the Total Reserves or (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse outstanding amounts funded by the LC Bank for the full amount and each such LC Participant) in satisfaction of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon ten sixty (60) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Groupthe LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,000125,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if any, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) Each of the LC Participant Amount over parties hereto hereby acknowledges and agrees that the LC Sublimit Commitments Purchaser Group that includes PNC, as so reduceda Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of such Purchases.

Purchases. (a) On The Purchaser hereby unconditionally and irrevocably agrees to purchase from the terms Company up to $5,000,000 of Common Stock ("Common Stock") in one or more Tranches on and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to provided this Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.152.2. (b) In addition, if there is a drawing under any Letter of CreditCommencing on or before the Effective Date, the Seller shallCompany may give a notice (a "Put Notice") to the Purchaser, on with a copy to the applicable Drawing Escrow Agent. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date, automatically " The Put Notice shall specify the dollar amount (and without the requirement of any further action on the part of any Person hereunder"Put Amount") be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof Common Stock to be purchased by the Purchaser (other which amount shall be not be less than conditions with respect to notice one hundred thousand dollars ($100,000) and the minimum Purchase amountnot more than five hundred thousand dollars ($500,000) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amountany given Put Notice)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller mayExcept as specifically provided in this Section 2.3, upon ten days’ written notice the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than this Section 2.3). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Purchaser shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock, and the terms of the Registration Rights Agreement will apply to the Administrator Additional Common Stock and the related Warrants. Specifically, the Company acknowledges its obligation to register the Registrable Securities applicable to each Purchaser AgentAdditional Put independent of any other effective registration applicable to Registrable Securities relating to prior Common Stock and related Warrants purchased on any prior Closing Date. (d) It shall be a condition to the Company's right to issue a Put Notice that, reduce the unfunded portion as of the Purchase Limit Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for all Registrable Securities relating to Common Stock and related Warrants purchased prior to the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective, (B) the Registration Rights Agreement shall continue to be in whole or in part (but not below full force and effect and be applicable to the amount which would cause the aggregate filing of and effectiveness of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share registration of the face amount sale of any outstanding Letters shares of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments Common Stock issuable upon conversion of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Additional Common Stock and upon the exercise of the LC Bank and each LC Participant shall automatically ratably reduce Warrants issued in connection with each reduction the closing of Commitments pursuant to this clause the Additional Common Stock (c). No reduction and the Company's issuance of Commitments pursuant to this clause the Additional Common Stock shall constitute the Company's confirmation thereof as of such date) , and (cC) the representations and warranties of the Company contained in Article 4 hereof shall be effective unless at true and correct in all material respects (and the time Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such reduction the amount of funds on deposit date) and there shall have been no material adverse changes (financial or otherwise) in the LC Collateral Account is at least an amount equal business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). (e) It shall be a condition to the excessCompany's right to issue a Put Notice that, if anyas of each Closing Date, the Put Amount shall not exceed two hundred percent (200%) of the LC Participant Amount over average Trading Volume for the LC Sublimit Commitments twenty (20) consecutive trading days ending the day before the relevant Closing Date. (f) Except to the extent specifically contemplated by the provisions of this Section, the closing of each Additional Tranche shall be conducted upon the same terms and conditions as so reducedthose applicable to the closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the Initial Closing Date. (h) The Company is only required to issue Put Notices totaling a minimum of one million dollars ($1,000,000) of Common Stock during the term of this Agreement. Should the Company not desire to issue any further Put Notices under this Agreement, then it shall give notice of such to the Purchaser, with a copy to the Escrow Agent and the Share Escrow Agent under this Agreement.

Purchases. (a) On From and after the terms Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or and the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard severally agree to the Purchased Interest from the Seller from time to time, in each case, ratably based on each purchase Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof Interests (each such purchasepurchase hereunder, reinvestment or issuance is referred to herein as a “"Purchase”). Subject to Section 1.4(b") concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time and the Seller agrees to sell such Purchaser Interests to the Purchasers. The obligation of the Conduit Purchaser to make Purchases hereunder shall be from the Closing Date until the occurrence of a Committed Purchaser Funding Event. The obligation of the Committed Purchaser to make Purchases hereunder shall be from and after the occurrence of a Committed Purchaser Funding Event until the Facility Termination Date. Under no circumstances shall a Purchaser make any Purchase if, after giving effect thereto, a Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the Transferred Receivables by the Purchasers hereunder shall consist of either (a) a purchase made by the applicable Purchaser with new funds provided by such Purchaser (each, a "Capital Purchase") or (b) a purchase made by the applicable Purchaser with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this Agreement (each, a "Reinvestment Purchase"). On each Business Day following the Closing Date until the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant but subject to Section 1.2(a) (and3.2 hereof, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of holding a Purchaser Interest at such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, be automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested made a new Reinvestment Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to be distributed to the excessSeller pursuant to Section 6.3(c), if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that the Conduit Purchasers or, only if a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably request that its Related Committed Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) its Purchaser Groupthe related LC Participant’s Pro Rata Share of the LC Participation Amountface amount of any outstanding Letters of Credit, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, Limit or (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit, the Seller shall, Credit on the applicable Drawing DateDate (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder) ), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) hereof, in an aggregate amount equal to the amount of such drawingReimbursement Obligation at such time. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase so requested request and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of Bank and the conditions to the funding of such Purchase are not satisfied applicable LC Participants (ratably, based on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse outstanding amounts funded by the LC Bank for the full amount and each such LC Participant) in satisfaction of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon ten 30 days’ written notice to the Administrator and each Purchaser AgentAdministrator, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Group Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) that, unless reduced to $0terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,00050,000,000. Each reduction in the Purchase Limit Commitments hereunder shall be allocated made ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each Collateral Account hereunder) no such termination or reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at and until (i) in the time case of such reduction a termination, the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excessthen outstanding LC Participation Amount and (ii) in the case of a partial reduction, if any, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) The sum of the Adjusted LC Participant Participation Amount over and the LC Sublimit Commitments as so reducedAggregate Capital shall not be less than the Minimum Usage Amount.

Purchases. (a) On the terms and subject to the terms and conditions hereofof this Agreement, the Seller may, from time initial Committed Purchaser agrees to time from purchase the Closing Date Class A Initial Note Principal Balance for a purchase price equal to the Facility Class A Initial Note Principal Balance. (b) On and subject to the terms and conditions of this Agreement and prior to the earlier to occur of its Purchase Termination Date and the Termination Date, (i) request that each CP Conduit which is not a Committed Purchaser may purchase its Purchaser Percentage of any Class A Note Principal Balance Increase offered for purchase pursuant to Section 4.12 of the Conduit PurchasersIndenture Supplement, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that each Committed Purchaser (if any), severally, agrees to purchase its Purchaser Percentage of the LC Bank issue Letters of CreditClass A Note Principal Balance Increase so offered for purchase, in each case subject for a purchase price equal to the terms hereof Class A Note Principal Balance Increase so purchased. (c) The purchase of the Class A Initial Note Principal Balance hereunder shall be made on the Closing Date. Each purchase of any Class A Note Principal Balance Increase hereunder on the applicable Increase Date shall be in accordance with the provisions of Section 4.12 of the Indenture Supplement upon delivery of an Increase Notice by the Transferor on behalf of the Issuer to the Administrative Agent received at least two Business Days prior to the applicable Increase Date (or such shorter period as may be agreed to by the Administrative Agent). Each Increase Notice shall be irrevocable. The Administrative Agent shall promptly forward a copy of each Increase Notice received by it to each Agent and each Class A Purchaser. (d) Each CP Conduit which is not a Committed Purchaser shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., reinvestment New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A Note Principal Balance Increase, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A Note Principal Balance Increase which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or issuance is referred to herein as a “Purchase”its agent or by the agent for its Support Parties). Subject to Section 1.4(breceiving such notice and to the satisfaction of the applicable conditions set forth in Article 3 hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A Note Principal Balance Increase which such CP Conduit has not elected to purchase, for a purchase price equal to the Class A Note Principal Balance Increase so purchased. (e) concerning reinvestmentsEach Class A Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfilment of the applicable conditions set forth in Article 3 hereof, at no time will a Conduit Purchaser have any obligation or prior to make a Purchase. Each Committed Purchaser severally hereby agrees2:00 p.m., New York City time, on the terms applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 7.3(b) of this Agreement. Such Agent shall promptly notify the Issuer in the event that any Class A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and subject (ii) the fulfilment of the applicable conditions set forth in Article 3 hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the conditions hereof, to make Purchases account of undivided percentage ownership interests with regard to Issuer in the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on United States specified in the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (andIncrease Notice or, in the case of each the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date. (f) In the event that notwithstanding the fulfilment of the applicable conditions set forth in Article 3 hereof with respect to a purchase, a CP Conduit which is not a Committed Purchaser, Purchaser elected to make a purchase on a Purchase Date but failed to make its Commitment Percentage of purchase price available to the Agent for its Purchaser Group’s Ratable Share of such PurchaseGroup when required by subsection 2.1(e) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees such CP Conduit shall be deemed to issue Letters of Credit in return for (and each LC Participant hereby severally agrees have rescinded its election to make participation advances such purchase, and neither the Issuer, the Transferor nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in connection with any draws under good faith; for purposes of such Letters determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of Credit such CP Conduit’s Committed Purchasers shall purchase a portion of the Class A Note Principal Balance in an amount equal to such LC Participant’s Commitment its Liquidity Percentage of its Purchaser Groupthe amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s Pro Rata Share receipt of such draws) undivided percentage ownership interests with regard funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the Purchased account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of Section 4.12 of the Indenture Supplement. (g) In no event shall a Committed Purchaser be required on any date to purchase a Class A Note Principal Balance Increase which would result in its Percentage Interest from of the Seller from time Class A Note Principal Balance, determined after giving effect to time from such purchase, exceeding its Commitment. In no event may any Class A Note Principal Balance Increase be offered for purchase hereunder or under Section 4.12 of the Closing Date Indenture Supplement, nor shall any Class A Purchaser be obligated to purchase any Class A Note Principal Balance Increase, to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, ifextent that, after giving effect to such PurchaseClass A Note Principal Balance Increase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount Class A Note Principal Balance would exceed the Purchase Class A Facility Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller may, upon ten days’ written notice to the Administrator and each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if any, of the LC Participant Amount over the LC Sublimit Commitments as so reduced.

Purchases. (a) On The Purchaser hereby unconditionally and irrevocably agrees to purchase from the terms Company up to 25,000,000 shares of common stock ("Common Stock") in one or more Tranches on and subject to the conditions hereof, the Seller may, from time to time from the Closing Date to the Facility Termination Date, (i) request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to provided this Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) the Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) the Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, or (iv) the LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.152.2. (b) In addition, if there is a drawing under any Letter of CreditCommencing on or before the Effective Date, the Seller shall, on Company may give a notice (a "Put Notice") to the applicable Drawing Purchaser. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date, automatically " The Put Notice shall specify the dollar amount (and without the requirement of any further action on the part of any Person hereunder"Put Amount") be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof Common Stock to be purchased by the Purchaser (other which amount shall be not be less than conditions with respect to notice ten thousand dollars ($10,000) and the minimum Purchase amountnot more than one million dollars ($1,000,000) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amountany given Put Notice)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for the full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) The Seller mayExcept as specifically provided in this Section 2.3, upon ten days’ written notice to the Administrator purchase and sale of Additional Common Stock effected on each Purchaser Agent, reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction Additional Closing Date shall be conducted as if it were the transactions referred to in the amount Transaction Agreements (other than this Section 2.3). By way of at least $5,000,000illustration, and not in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if anylimitation, of the LC Participant Amount over foregoing, each of the LC Sublimit Commitments Company and the Purchaser shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as so reducedof the Additional Common Stock and the related Warrants. (d) It shall be a condition to the Company's right to issue a Put Notice that, as of the Put Notice Date and the relevant Additional Closing Date, the representations and warranties of the Company contained in Article 4 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). (f) Except to the extent specifically contemplated by the provisions of this Section, the closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the Initial Closing Date.