Common use of The Variable Funding Certificates Clause in Contracts

The Variable Funding Certificates. (a) On the terms and conditions set forth in the Agreement, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during the Revolving Period, the Seller may, at its option, request advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, shall deliver a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B-0, X-0 or B-3, as applicable, (i) on the Closing Date, to the VFCC Agent and the Swingline Purchaser at their respective addresses set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Certificate, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein. The VFC purchased by (1) VFCC shall be in the name of “Wachovia Capital Markets, LLC, as the VFCC Agent” and shall be in the face amount equal to $470,000,000 and otherwise duly completed, (2) the Swingline Purchaser shall be in the name of Wachovia Bank, National Association, as the Swingline Purchaser and be in a face amount equal to $0, and (3) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Conduit Purchasers to make advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund Conduit Purchasers shall make such Advance ratably in accordance with an amount equal to their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount Pro Rata Share of such requested Advance; provided that, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Conduit Purchasers make any Advance if, after giving effect to such Advance, Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Conduit Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankConduit Purchaser’s unused Commitment then in effect. Each Advance made by the Conduit Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(12.9(a)(i) and Section 2.10(a)(12.10(a)(i) of this Agreement. (c) Notwithstanding On the foregoing or anything in this Agreement or any other Transaction Document terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Swingline Purchaser to advance funds to the contrarySeller on an expedited basis, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer each such Swingline Funding Request to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Dateterms and conditions set forth herein and substantially in the form of Exhibit A-1-S hereto, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for Swingline Purchaser shall advance to the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured amount requested under the Indenture in full. a Swingline Funding Request (e) each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Purchaser shall not be obligated to provide the Seller with aggregate funds in connection with a Swingline Advance that would exceed the aggregate unused Commitment then in effect. Each Swingline Advance made by the Swingline Purchaser hereunder is subordinated to the interests of the Hedge Counterparties under Section 2.9(a)(i) and Section 2.10(a)(i) of this Agreement. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement or this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days and (ii) for each Purchaser Agent to extend the VFCs Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the Facility Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be issued thereunder shall deemed to constitute a single revolving debt facility with a single maturity and Seller shall not take any action under refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Agreement that would cause Seller to have outstanding one Facility Termination Date or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders term of the debt obligations possess different rights concerning Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the acceleration of value or delay in the maturities performance of the obligationsCollateral or any other factor, may elect not to extend any Liquidity Agreement or Facility Termination Date (as applicable).

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, shall deliver a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B-0, X-0 or B-3, as applicable, (i) on the Closing Date, to the VFCC Agent and the Swingline Purchaser at their respective addresses set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Certificate, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein. The VFC purchased by (1) VFCC shall be in the name of “Wachovia Capital Markets, LLC, as the VFCC Agent” and shall be in the face amount equal to $400,000,000 and otherwise duly completed, (2) the Swingline Purchaser shall be in the name of Wachovia Bank, National Association, as the Swingline Purchaser and be in a face amount equal to $50,000,000, and (3) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that provided, that, the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Conduit Purchasers to make advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund Conduit Purchasers shall make such Advance ratably in accordance with an amount equal to their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount Pro-Rata Share of such requested Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that that, in no event shall the Conduit Purchasers make any Advance if, after giving effect to such Advance, Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Conduit Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankConduit Purchaser’s unused Commitment then in effect. Each Advance made by the Conduit Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(12.9(a)(i) and Section 2.10(a)(12.10(a)(i) of this Agreement. (c) Notwithstanding On the foregoing or anything in this Agreement or any other Transaction Document terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Swingline Purchaser to advance funds to the contrarySeller on an expedited basis, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer each such Swingline Funding Request to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Dateterms and conditions set forth herein and substantially in the form of Exhibit A-1-S hereto, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for Swingline Purchaser shall advance to the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured amount requested under the Indenture in full. a Swingline Funding Request (e) each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Purchaser shall not be obligated to provide the Seller with aggregate funds in connection with a Swingline Advance that would exceed the aggregate unused Commitment then in effect. Each Swingline Advance made by the Swingline Purchaser hereunder is subordinated to the interests of the Hedge Counterparties under Section 2.9(a)(i) and Section 2.10(a)(i) of this Agreement. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the applicable Extension Request Date in the case of an extension of the Facility Termination Date, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days and (ii) for each Purchaser Agent to extend the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the Facility Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date or the term of the Liquidity Agreement, respectively; provided, further, that, in no event shall the Facility Termination Date be extended beyond April 17, 2007 under the foregoing clause (ii) of this Section 2.1(d). In the event that the term of any Liquidity Agreement or any related participation is not extended for a period of up to 364 days, the Termination Date shall be extended for a period of 90 days and notice of such termination shall be provided by each Purchaser Agent to the Backup Servicer, the Collateral Custodian, the Seller and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding Servicer. Unless approved by each Purchaser Agent, only one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders such ninety (90) day extension of the debt obligations possess different rights concerning Termination Date, as described in this Section 2.1(d), may occur. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the acceleration of value or delay in the maturities performance of the obligationsCollateral or any other factor, may elect not to extend any Liquidity Agreement or Facility Termination Date (as applicable).

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, shall deliver a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B, on the Closing Date, to the Administrative Agent at its address set forth on the signature pages of this Agreement. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, provided that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, the aggregate Advances Outstanding hereunder would exceed the lesser of (ix) the Facility Amount or (iiy) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(12.10(a)(2) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full[Intentionally Omitted.] (e) [Intentionally Omitted.] (f) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and in no event shall Seller shall not effect a sale of any VFC to an existing Purchaser or take any other action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On The Seller has heretofore delivered or shall, on the date hereof (and on the terms and conditions set forth in the Agreement, Seller delivered subject to the Administrative Agent conditions hereinafter set forth), deliver, to each of the Purchaser Agents, at its the applicable address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing DateAgreement, a duly executed variable funding certificate certificates (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B, in an aggregate face amount equal to the Facility Amount, and otherwise duly completed. Each Variable Funding Certificate evidences, and at all times on and after the date hereof shall evidence continue to evidence, an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral Assets purchased by a each applicable Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but not including, the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFCs in an amount up to the Advance Amount (each, an “Advance”) and the Issuers may, in their sole discretion, fund each such Purchaser shall make such Advance ratably in accordance with an amount equal to their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount Pro-Rata Share of such requested Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that that, in no event shall the Purchasers make any Advance if, after giving effect to such Advance, Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or 2.1or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankPurchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(12.7(a)(i) and Section 2.10(a)(12.8(1) of this Agreement. (c) Notwithstanding The Seller may, within one hundred and twenty (120) days but not less than ninety (90) days prior to the foregoing expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or anything on the applicable Extension Request Date in this the case of an extension of the Facility Termination Date, by written notice to each Purchaser Agent, make a request for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not more than forty-five (45) days following the date it actually receives such written request by the Seller as to whether or not it will agree to the extension requested. Each Liquidity Bank will give written notice to the Administrative Agent of evidence of such extension or decision not to extend. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Assets or any other Transaction Document factor, may elect not to the contrary, (i) nothing contained in this extend any Liquidity Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and Facility Termination Date (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agentas applicable). (d) The initial Advances hereunder were funded on Seller may, with the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder written consent of the Existing AssetsAdministrative Agent, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary add additional Persons as Purchasers or desirable for the Seller cause an existing Purchaser to include as Assets to be financed hereunder increase its Commitment in connection with procuring a corresponding increase in the release Facility Amount; provided, however, that the Commitment of any Purchaser may only be increased with the Existing Assets from prior written consent of such Purchaser. Each new Purchaser shall become a party hereto, by executing and delivering to the Indenture by repayment Administrative Agent and the Seller, an assumption agreement or other form of joinder or commitment agreement evidencing its assumed Commitment hereunder (which agreement or agreements shall be in form and substance acceptable to the CS VII Issuer Financing Obligations secured under the Indenture in fullAdministrative Agent). (e) Notwithstanding anything to the contrary contained herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding Advances (under and as defined in the Original Loan Certificate and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this paragraph, be and remain Advances outstanding for all purposes of this Agreement and the VFCs other Transaction Documents, (ii) until the date following the Closing Date when the outstanding Advances of each Purchaser (including any new Purchasers that become a party hereto on the Closing Date) equal such Purchaser’s Pro-Rata Share of all Advances Outstanding, the Seller may request Advances, on a non-pro rata basis, from the Purchasers whose outstanding Advances do not yet equal their respective Pro-Rata Shares of all Advances Outstanding on the date so requested (it being understood that such requests shall, in any event, be made ratably among such Purchasers based on their respective Commitments) and (iii) prior to be issued thereunder shall constitute a single revolving debt facility the Amortization Period, and so long as (x) no Termination Event has occurred and is continuing at such time and (y) the aggregate of all Advances Outstanding at such time, after giving effect thereto, does not exceed the lesser of the Facility Amount or the Maximum Availability, the Seller may, solely with a single maturity respect to any Purchaser whose Commitment hereunder has either been reduced from the “Commitment” of such Purchaser under and Seller shall not take as defined in the Original Loan Certificate and Servicing Agreement (including any action such Purchaser under the Original Loan Certificate and Servicing Agreement whose Commitment has expired and/or been reduced to zero) or, following the date hereof, amended downward, but whose Advances outstanding have not yet been repaid to an amount that would cause Seller is not greater than such reduced Commitment, use the proceeds of Advances made on or after the Closing Date to have reduce such outstanding one or more debt obligations with two or more maturities hereunder. For purposes Advances of this sectionsuch Purchasers until, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligationstheir respective outstanding Advances are equal to their respective Commitments (as so reduced) hereunder (it being understood that any such non-pro rata payments shall be made ratably among such Purchasers based on their respective outstanding Advances).

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, shall deliver a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B-1 or B-2, as applicable, (i) on the Closing Date, to the VFCC Agent and the Swingline Purchaser at its address set forth on Annex A to this Agreement, and (ii) on each date on which an additional Purchaser purchases a Variable Funding Certificate, to the related additional Purchaser Agent at the address designated by such additional Purchaser Agent. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey each such Certificate representing an undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein. The VFC purchased by (a) VFCC shall be in the name of “Wachovia Capital Markets, LLC, as the VFCC Agent” and shall be in the face amount equal to $275,000,000 and otherwise duly completed, (b) the Swingline Purchaser shall be in the name of Wachovia Bank, National Association, as the Swingline Purchaser and be in a face amount equal to $25,000,000, and (c) an additional Purchaser shall be in the name of such additional Purchaser and shall be in a face amount to be determined; provided provided, that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund each such Purchaser shall make such Advance ratably in accordance with an amount equal to their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount Pro-Rata Share of such requested Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankPurchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding On the foregoing or anything in this Agreement or any other Transaction Document terms and conditions hereinafter set forth, from the Closing Date to but excluding the Termination Date, the Seller may, at its option, request the Swingline Purchaser to advance funds to the contrarySeller on an expedited basis, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer each such Swingline Funding Request to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Dateterms and conditions set forth herein and substantially in the form of Exhibit A-1-S hereto, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for Swingline Purchaser shall advance to the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured amount requested under the Indenture in full. a Swingline Funding Request (e) each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Purchaser shall not be obligated to provide the Seller with aggregate funds in connection with a Swingline Advance that would exceed the aggregate unused Commitment then in effect. (d) The Seller may, within 60 days but not less than 45 days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement (the “Extension Notice Period”), by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank which has a Liquidity Agreement with a scheduled termination date within the next 364 days following the Extension Notice Period to extend the term of such Liquidity Agreement for an additional period of 364 days and (ii) for each Purchaser Agent to extend the date set forth in clause (c) of the definition of Termination Date and/or the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than 15 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date, the Facility Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the applicable extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the date set forth in clause (c) of the definition of Termination Date, the Facility Termination Date or the term of the Liquidity Agreement, respectively. In the event that the term of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date is not extended for a period of up to 364 days, the Termination Date shall be extended with the consent of the Administrative Agent (such consent not to be unreasonably withheld) for a period of 90 days and notice of such termination shall be provided by the Administrative Agent to the Trustee, the Backup Servicer, the Originator, the Seller and the VFCs Servicer. Only one such 90 day extension of the Termination Date, as described in this Section 2.l(d), may occur. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to be issued thereunder shall constitute a single revolving debt facility the value or performance of the Assets or any other factor, may elect not to extend any Liquidity Agreement, the date set forth in clause (c) of the definition of Termination Date or Facility Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, add additional Persons as Purchasers or cause an existing Purchaser to increase its Commitment in connection with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay corresponding increase in the maturities Facility Amount; provided, however, that the Commitment of any Purchaser may only be increased with the obligationsprior written consent of such Purchaser and the Administrative Agent. Each new Purchaser shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an assumption agreement substantially in the form of Exhibit L evidencing its assumed Commitment hereunder.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered shall deliver to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable PurchasersPurchaser thereof) (i) on the Closing Date, a duly executed variable funding certificate — Class A (each such certificate, a “Class A Variable Funding Certificate” or “Class A VFC”), in substantially the form of Exhibit B-1, and (ii) on the Restatement Date, a duly executed variable funding certificate — Class B (each such certificate, a “Class B Variable Funding Certificate” or “Class B VFC”; and together with the Class A VFCs, each, a “Variable Funding Certificate” or “VFC”, and collectively, the “Variable Funding Certificates” or “VFCs”), in substantially the form of Exhibit B. . Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under (i) all Class A VFCs at any one time shall not exceed the Class A Facility Amount. (b) On the terms and conditions hereinafter set forth, during the Revolving Period, the Seller may, at its option, request advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or all Class B VFCs at any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers one time shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of exceed the Liquidity Banks or the Administrative Agent)Class B Facility Amount. (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On The Seller has heretofore delivered or shall, on the date hereof (and on the terms and conditions set forth in the Agreement, Seller delivered subject to the Administrative Agent conditions hereinafter set forth), deliver, to each Purchaser Agent, at its the address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing DateAgreement, a duly executed variable funding certificate certificates (each such certificateeach, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B, in an aggregate face amount equal to the Commitment of such Purchaser Agent’s related Purchaser, and otherwise duly completed. Each Variable Funding Certificate evidences, and at all times on and after the date hereof shall evidence continue to evidence, an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral Assets purchased by a each applicable Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrueaccrue on each VFC, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during the Revolving Period, the Seller may, at its option, request the Purchasers to make advances of funds under the VFCs in an aggregate amount up to the Advance Amount (each, an “Advance”) and the Issuers may, in their sole discretion, fund each such Purchaser shall make such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire an amount equal to its Pro Rata Share of such requested Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that that, in no event shall the Purchasers make any Advance if, after giving effect to such Advance, Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or and (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankPurchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document The Seller may, within 120 days but not less than 90 days prior to the contrary, (i) nothing contained the expiration of any Liquidity Agreement in this the case of an extension of any Liquidity Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments Scheduled Termination Date in the case of an extension of the Scheduled Termination Date under this Agreement Agreement, by written notice to each Purchaser Agent, make a request for each Liquidity Bank, or Purchaser, in the case of the extension of the Scheduled Termination Date, to extend the term of such Liquidity Agreement, or the Scheduled Termination Date, as the case may be, for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not more than 30 days following the date it actually receives such written request by the Seller as to whether or not it will agree to the extension requested. Each Liquidity Bank and each Purchaser will give written notice to the Administrative Agent of its agreement to extend or its decision not to extend. The Administrative Agent shall promptly inform the Seller, the Servicer and Xxxxx’x of each such decision. The failure of a Purchaser or a Liquidity Bank to provide timely notice of its decision to the Administrative Agent shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank, as applicable, to extend the Scheduled Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Assets or any other Transaction Document (all liability with respect factor, may elect not to which shall be an obligation of the extend any Liquidity Banks Agreement or the Administrative Agent)Scheduled Termination Date, as applicable. (d) The initial Advances hereunder were funded on Seller may, with the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder written consent of the Existing AssetsAdministrative Agent, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary add additional Persons as Purchasers or desirable for the Seller cause an existing Purchaser to include as Assets to be financed hereunder increase its Commitment in connection with procuring a corresponding increase in the release Facility Amount; provided, however, that the Commitment of any Purchaser may only be increased with the Existing Assets from prior written consent of such Purchaser. Each new Purchaser shall become a party hereto, by executing and delivering to the Indenture by repayment Administrative Agent and the Seller, an assumption agreement or other form of joinder or commitment agreement evidencing its assumed Commitment hereunder (which agreement or agreements shall be in form and substance acceptable to the CS VII Issuer Financing Obligations secured under the Indenture in fullAdministrative Agent). (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders each of the debt obligations possess different rights concerning parties hereto hereby understands and agrees that: (i) following the acceleration addition of a Purchaser or delay an increase in a Commitment pursuant to Section 2.1(d) and until such date thereafter as the maturities outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the obligationsSeller may request Advances, on a non pro rata basis, from the Purchasers whose outstanding Advances do not yet equal their respective Pro Rata Shares of all Advances Outstanding on the date so requested (it being understood that such requests shall, in any event, be made ratably among such Purchasers based on their respective Commitments) and (ii) prior to the Amortization Period, and so long as (x) no Termination Event or Unmatured Termination Event has occurred and is continuing at such time and (y) the aggregate of all Advances Outstanding at such time, after giving effect thereto, does not exceed the lesser of (i) the Facility Amount and (ii) the Maximum Availability, the Seller may, solely with respect to any Purchaser whose Commitment has expired and/or been reduced to zero or, following the date hereof, amended downward, but whose Advances outstanding have not yet been repaid to an amount that is not greater than such reduced Commitment, use the proceeds of Advances to reduce such outstanding Advances of such Purchasers until, their respective outstanding Advances are equal to their respective Commitments (as so reduced) hereunder (it being understood that any such payments shall be made ratably among such Purchasers based on their respective outstanding Advances).

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in forth, the Agreement, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement Borrower shall deliver (for the benefit of the applicable Purchasersi) on the Closing Date, to each Purchaser Agent at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Purchaser Agent, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding certificate in substantially the form of Exhibit B (each such certificateeach, a “Variable Funding Certificate” or “VFC”), dated as of the date of this Agreement, each in substantially a face amount equal to the form applicable Purchaser’s Commitment as of Exhibit B. the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction fraction, (i) the numerator of which is the outstanding Advances outstanding by such Purchaser under the applicable VFC on such day, day and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided . Each Purchaser hereby represents and warrants that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amountsuch Purchaser is a Qualified Institutional Buyer. (b) On During the Revolving Period, the Borrower may, at its option, request the Conduit Purchasers and the Institutional Purchasers to make advances of funds (each, a “Funded Advance”) under the VFCs pursuant to a Funding Request, in an aggregate amount up to the Availability as of the proposed Funding Date of the Funded Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Seller Conduit Purchasers and the Institutional Purchasers shall fund such Funded Advance. Notwithstanding anything to the contrary herein, no Purchaser shall be obligated to provide the Borrower with aggregate funds in connection with a Funded Advance that would exceed the least of (i) such Purchaser’s unused Commitment then in effect, (ii) the aggregate unused Commitments then in effect and (iii) the Availability on the proposed Funding Date of such Funded Advance. (c) During the Revolving Period, the Borrower may, at its option, request the Conduit Purchasers and the Institutional Purchasers to make advances of funds on a pre-funded basis (each, a “Pre-Funded Advance”) under the VFCs (each, an “Advance”) and the Issuers maypursuant to a P-F Funding Request, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire an aggregate amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement up to the contraryPre-Funded Availability as of the proposed Funding Date of the Pre-Funded Advance. Following the receipt of a P-F Funding Request, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of terms and conditions hereinafter set forth, during the Hedge Counterparties under Section 2.9(a)(1) Revolving Period, the Conduit Purchasers and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document Institutional Purchasers shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) such Pre-Funded Advance. Notwithstanding anything to the contrary contained herein, this no Purchaser shall be obligated to provide the Borrower with aggregate funds in connection with a Pre-Funded Advance that would exceed the least of (i) such Purchaser’s unused Commitment then in effect, (ii) the aggregate unused Commitments then in effect and (iii) the Availability on the proposed Funding Date of such Pre-Funded Advance. (d) The Borrower may, within 60 days but not less than 45 days prior to (x) the expiration of any Liquidity Agreement or (y) the date set forth in clause (c) of the definition of Termination Date and/or the Facility Termination Date, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of its related Liquidity Agreement for an additional period of 364 days and (ii) for each Purchaser Agent to extend the date set forth in clause (c) of the definition of Termination Date and/or the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than 15 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date, the Facility Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the applicable extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Borrower shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the date set forth in clause (c) of the definition of Termination Date, the Facility Termination Date or the term of the Liquidity Agreement, respectively. In the event that the term of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date is not extended for a period of up to 364 days, the Termination Date shall be extended with the consent of the Administrative Agent (such consent not to be unreasonably withheld) for a period of 45 days and notice of such termination shall be provided by the Administrative Agent to the Backup Servicer, the Trustee, the Originator, the Borrower and the VFCs Servicer. Only one such 45 day extension of the Termination Date shall be permitted under this Section 2.1(d). The Borrower confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to be issued thereunder shall constitute a single revolving debt facility the value or performance of the Loans or any other factor, may elect not to extend any Liquidity Agreement, the date set forth in clause (c) of the definition of Termination Date or the Facility Termination Date (as applicable). (e) The Borrower may, with the written consent of the Administrative Agent, add additional Persons as Purchasers or cause an existing Purchaser to increase its Commitment in connection with a single maturity and Seller shall not take corresponding increase in the Facility Amount; provided, however, that (i) if the addition of any action under Purchaser or the Agreement that increase of any Purchaser’s Commitment hereunder would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders aggregate Commitments of the debt obligations possess different rights concerning Conduit Purchasers and the acceleration of Institutional Purchasers to exceed $300,000,000, such addition or delay in increase may only be effected with the maturities prior written consent of the obligationsAdministrative Agent and each Purchaser Agent, and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser and the Administrative Agent. Each additional Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Borrower a Joinder Supplement.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered shall deliver to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, provided that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, either (i) the aggregate Advances Outstanding hereunder would exceed the lesser of (ix) the Facility Amount or (iiy) the Maximum Availability, or (ii) the Combined Advances Outstanding would exceed the Combined Commitment Amount. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were shall be funded on the Closing Date, and were shall be funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, shall deliver a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Certificate, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that (1) the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount and (2) the aggregate amount outstanding under all VFCs at any one time, excluding the Tandem Advance, shall not exceed the Adjusted Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund Purchasers shall make such Advance ratably in accordance with an amount equal to their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount Pro Rata Share of such requested Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, provided that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, Advance either: (i) the aggregate Advances Outstanding hereunder would exceed the lesser of (ix) the Facility Amount or (y) the Maximum Availability, or (ii) the aggregate Adjusted Advances Outstanding hereunder would exceed the lesser of (x) the Adjusted Facility Amount or (y) the Adjusted Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankPurchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(12.10(a)(2) of this Agreement. (c) Notwithstanding On the foregoing or anything in this Agreement or any other Transaction Document to terms and conditions hereinafter set forth, on the contrary, (i) nothing contained in this Agreement or any other Transaction Document Closing Date the Seller shall constitute a commitment by any Issuer to fund any Advance and (ii) request the Issuers shall not be liable Purchasers to make any payments a one-time advance of funds under this Agreement or any other Transaction Document the VFCs in an amount not to exceed $308,000,000, the proceeds of which will be applied by the Seller to acquire the Tandem Asset (all liability with respect such Advance, the “Tandem Advance”), and the Purchasers shall make such Tandem Advance in an amount equal to which their Pro Rata Share of such requested Tandem Advance; provided that the Tandem Asset shall be an obligation Eligible Asset so long as it is acquired with the proceeds of the Liquidity Banks or Tandem Advance on the Administrative Agent)Closing Date. (d) The initial Advances hereunder were funded on Seller may, within 60 days but not less than 45 days prior to the Closing Dateexpiration of any Liquidity Agreement or this Agreement, by written notice to each applicable Purchaser Agent and were funded against the Administrative Agent, make a request (i) for each applicable Liquidity Bank to extend the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder term of the Existing Assets, free and clear such Liquidity Agreement for an additional period of the Lien of the Indenture, 364 days and (ii) for each applicable Purchaser Agent to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days. Each applicable Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than 45 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Additional Assets necessary Liquidity Agreement (as applicable) as to whether or desirable for not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to include constitute a refusal by such Purchaser or such Liquidity Bank (as Assets applicable) to extend the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. In the event the term of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date is not extended for a period of up to 364 days, the Termination Date shall be extended with respect to and with the consent of each applicable Purchaser Agent (such consent not to be financed hereunder in connection with procuring unreasonably withheld) for a period of 90 days and notice of such termination shall be provided by the release Administrative Agent to the Collateral Custodian, the Originator, the Seller and the Servicer. Only one such 90 day extension of the Existing Assets from Termination Date with respect to the Indenture by repayment applicable Purchaser, as described in this Section 2.1(d), may occur. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the CS VII Issuer Financing Obligations secured under Collateral or any other factor, may elect not to extend any Liquidity Agreement or the Indenture date set forth in fullclause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Adjusted Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $900,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and in no event shall Seller shall not effect a sale of any VFC to an existing Purchaser (or to an additional Purchaser) or take any other action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered shall deliver to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable PurchasersPurchaser thereof) (i) on the Closing Restatement Date, a duly executed variable funding certificate — Class A (each such certificate, a “Class A Variable Funding Certificate” or “Class A VFC”), in substantially the form of Exhibit B-1, and (ii) on the Restatement Date, a duly executed variable funding certificate — Class B (each such certificate, a “Class B Variable Funding Certificate” or “Class B VFC”; and together with the Class A VFCs, each, a “Variable Funding Certificate” or “VFC”, and collectively, the “Variable Funding Certificates” or “VFCs”), in substantially the form of Exhibit B. . Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under (i) all Class A VFCs at any one time shall not exceed the Class A Facility Amount. (b) On the terms and conditions hereinafter set forth, during the Revolving Period, the Seller may, at its option, request advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or all Class B VFCs at any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers one time shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of exceed the Liquidity Banks or the Administrative Agent)Class B Facility Amount. (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, shall deliver a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Certificate, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that (1) the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount and (2) the aggregate amount outstanding under all VFCs at any one time, excluding the Tandem Advance, shall not exceed the Adjusted Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund Purchasers shall make such Advance ratably in accordance with an amount equal to their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount Pro Rata Share of such requested Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, provided that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, Advance either: (i) the aggregate Advances Outstanding hereunder would exceed the lesser of (ix) the Facility Amount or (y) the Maximum Availability, or (ii) the aggregate Adjusted Advances Outstanding hereunder would exceed the lesser of (x) the Adjusted Facility Amount or (y) the Adjusted Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank Purchaser shall be obligated to provide the Administrative its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity BankPurchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(12.10(a)(2) of this Agreement. (c) Notwithstanding On the foregoing or anything in this Agreement or any other Transaction Document to terms and conditions hereinafter set forth, on the contrary, (i) nothing contained in this Agreement or any other Transaction Document Closing Date the Seller shall constitute a commitment by any Issuer to fund any Advance and (ii) request the Issuers shall not be liable Purchasers to make any payments a one-time advance of funds under this Agreement or any other Transaction Document the VFCs in an amount not to exceed $308,000,000, the proceeds of which will be applied by the Seller to acquire the Tandem Asset (all liability with respect such Advance, the “Tandem Advance”), and the Purchasers shall make such Tandem Advance in an amount equal to which their Pro Rata Share of such requested Tandem Advance; provided that the Tandem Asset shall be deemed an obligation Eligible Asset so long as it was acquired with the proceeds of the Liquidity Banks or Tandem Advance on the Administrative Agent)Closing Date. (d) The initial Advances hereunder were funded on Seller may, within 60 days but not less than 45 days prior to the Closing Dateexpiration of any Liquidity Agreement or this Agreement, by written notice to each applicable Purchaser Agent and were funded against the Administrative Agent, make a request (i) for each applicable Liquidity Bank to extend the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder term of the Existing Assets, free and clear such Liquidity Agreement for an additional period of the Lien of the Indenture, 364 days and (ii) for each applicable Purchaser Agent to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days. Each applicable Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than 45 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Additional Assets necessary Liquidity Agreement (as applicable) as to whether or desirable for not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to include constitute a refusal by such Purchaser or such Liquidity Bank (as Assets applicable) to be financed hereunder extend the date set forth in connection with procuring the release clause (c) of the Existing Assets from definition of Termination Date or the Indenture by repayment term of the CS VII Issuer Financing Obligations secured under Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the Indenture value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement or the date set forth in fullclause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Adjusted Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $900,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser and its related Purchaser Agent. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and in no event shall Seller shall not effect a sale of any VFC to an existing Purchaser (or to an additional Purchaser) or take any other action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in the Agreementforth, Seller delivered shall deliver to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchasers) on the Closing Date, a duly executed variable funding certificate (each such certificate, a “Variable Funding Certificate” or “VFC”), in substantially the form of Exhibit B. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, during from the Revolving PeriodClosing Date to, but excluding the Termination Date, the Seller may, at its option, request advances of funds under the VFCs (each, an “Advance”) and the Issuers may, in their sole discretion, fund such Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, provided that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, either (i) the aggregate Advances Outstanding hereunder would exceed the lesser of (ix) the Facility Amount or (iiy) the Maximum Availability, or (ii) the Combined Advances Outstanding would exceed the Combined Commitment Amount. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject , and (iii) to the interests extent that the making of any Advance would result in the Hedge Counterparties under Section 2.9(a)(1) Combined Advances Outstanding exceeding the Combined Threshold Amount then in effect, such Advance will be made at the sole discretion of Administrative Agent, and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing no Issuer or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document Liquidity Bank shall constitute a commitment by any Issuer be obligated to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.such

The Variable Funding Certificates. (a) On the terms and conditions hereinafter set forth in forth, the Agreement, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement Borrower shall deliver (for the benefit of the applicable Purchasersi) on the Closing Date, to each Purchaser Agent at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Purchaser Agent, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding certificate in substantially the form of Exhibit B (each such certificateeach, a “Variable Funding Certificate” or “VFC”), dated as of the date of this Agreement, each in substantially a face amount equal to the form applicable Purchaser’s Commitment as of Exhibit B. the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Certificate shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction fraction, (i) the numerator of which is the outstanding Advances outstanding by such Purchaser under the applicable VFC on such day, day and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided . Each Purchaser hereby represents and warrants that the aggregate amount outstanding under all VFCs at any one time shall not exceed the Facility Amountsuch Purchaser is a Qualified Institutional Buyer. (b) On Prior to the Thirteenth Amendment Effective Date, the Borrower could, at its option, request the Conduit Purchasers and the Institutional Purchasers to make advances and pre-funded advances of funds (each, an “Advance”) under the VFCs pursuant to a Funding Request, in an aggregate amount not to exceed the availability of funds then in effect under this Agreement as of the proposed Funding Date of the Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during prior to the Revolving PeriodThirteenth Amendment Effective Date, the Seller Conduit Purchasers and the Institutional Purchasers funded such Advance. Notwithstanding anything to the contrary herein, no Purchaser was obligated to provide the Borrower with aggregate funds in connection with an Advance that would have exceeded the least of (i) such Purchaser’s unused Commitment then in effect, (ii) the aggregate unused Commitments then in effect and (iii) the availability of funds then in effect under this Agreement on the proposed Funding Date of such Advance. (c) [Reserved]. (d) The Borrower may, at within 60 days but not less than 45 days prior to the date set forth in clause (c) of the definition of Termination Date, by written notice to each Purchaser Agent, make a request for each Purchaser Agent to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of up to 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser of its optionreceipt of such request, request advances of funds under the VFCs (each, an “Advance”) and the Issuers mayeach Purchaser shall make a determination, in their sole discretion, fund not less than 15 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date as to whether or not it will agree to the applicable extension requested. The failure of a Purchaser Agent to provide timely notice of its decision to the Borrower shall be deemed to constitute a refusal by such Advance ratably Purchaser to extend the date set forth in accordance with their Issuer Purchase Limits clause (c) of the definition of Termination Date. The Borrower confirms that each Purchaser, in its sole and absolute discretion, without regard to the value or performance of the Loans or any other factor, may elect not to extend the date set forth in such other proportion as clause (c) of the Issuers may mutually agree), and if the Issuers do not fund the entire amount definition of such Advance, the Liquidity Banks shall fund, ratably in accordance with their Commitments, any portion of such Advance not funded by the Issuers; provided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance, the aggregate Advances Outstanding hereunder would exceed the lesser of Termination Date. (ie) the Facility Amount or [Reserved]. (iif) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) upon and after the Thirteenth Amendment Effective Date, no Issuer shall fund any Advance at any time if, after giving effect thereto, the outstanding principal amount of Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Liquidity Bank’s Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreementhereunder. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) The initial Advances hereunder were funded on the Closing Date, and were funded against (i) the Seller’s acquisition from the Issuer (as defined in the Indenture) and assignment hereunder of the Existing Assets, free and clear of the Lien of the Indenture, and (ii) any Additional Assets necessary or desirable for the Seller to include as Assets to be financed hereunder in connection with procuring the release of the Existing Assets from the Indenture by repayment of the CS VII Issuer Financing Obligations secured under the Indenture in full. (e) Notwithstanding anything to the contrary contained herein, this Agreement and the VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.