Common use of The Variable Funding Notes Clause in Contracts

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent 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 Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 and otherwise duly completed, and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Purchasers severally, but not jointly, agree to make one advance of funds to the Sellers (the “Advance”) on the Closing Date, in an amount equal to their Pro-Rata Share, under the VFNs, of the aggregate principal amount of up to (but not in excess of) $106,518,000. Upon receipt by the Administrative Agent of the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller). Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers with aggregate funds in connection with the Advance that would exceed the availability of funds then in effect under this Agreement on the Closing Date. The obligation of each Purchaser to remit its Pro-Rata Share of the Advance shall be several from that of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunder. (c) The Sellers may, within sixty (60) days but not less than forty-five (45) days prior to the Termination Date, by written notice to each Purchaser Agent, make a request for each Purchaser to extend the Termination Date for up to two additional periods, in each case up to 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser of its receipt of such request, and each Purchaser shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the Termination Date as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent to provide timely notice of its decision to the Sellers shall be deemed to constitute a refusal by such Purchaser to extend the Termination Date. The Sellers confirm that each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Termination Date (as applicable).

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Borrower shall deliver (i) on the Closing Date, to each Lender 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 Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each such note, a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in substantially a maximum principal amount equal to the form Commitment of Exhibit B-1 the applicable Committed Lender in the Related Group as of the Closing Date or B-2the effective date of any Joinder Supplement, as applicable, (i) on the Closing Date, to each Purchaser Agent 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 Note, to the related Additional Agent at the address designated by such Additional Agentotherwise duly completed. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest obligations in the Collateral granted pursuant to Section 9.1. Interest shall accruean amount equal, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 and otherwise duly completed, and (2) 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 VFNs at any one time shall not exceed time, to the Facility Amountoutstanding Advances by such Lender under the applicable VFN on such day. (b) Subject During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to the Reinvestment Period End Date. (c) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereof hereinafter set forth, each Conduit Lender may, and to the extent any Conduit Lender declines to fund, each Committed Lender in reliance upon the representations its Related Group shall, severally and warranties set forth herein, the Purchasers severally, but not jointly, agree to make one advance fund its Pro Rata Share of funds such Advance. Notwithstanding anything to the Sellers contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) (i) If the Administrative Agent notifies a Lender, Collateral Agent, Secured Party or other recipient that the Administrative Agent has determined in its sole discretion that any funds received by such recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such recipient (whether or not known to such recipient) (any such funds whether as a payment, prepayment or repayment of principal, interest, fees or other amounts; a distribution or otherwise; individually and collectively, a “AdvancePayment” and any such recipient, an “Unintended Recipient”) on and demands the Closing Datereturn of such Payment (or a portion thereof), such Unintended Recipient shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made, in an same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Unintended Recipient to the date such amount equal is repaid to their Pro-Rata Share, under the VFNs, Administrative Agent in same day funds at the greater of the aggregate principal amount of up to (but not in excess of) $106,518,000. Upon receipt Federal Funds Rate and a rate determined by the Administrative Agent of the proceeds of the Advance, such proceeds will then be made available in accordance with banking industry rules on interbank compensation from time to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and time in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller). Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers with aggregate funds in connection with the Advance that would exceed the availability of funds then in effect under this Agreement on the Closing Date. The obligation of each Purchaser to remit its Pro-Rata Share of the Advance shall be several from that of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereundereffect. (c) The Sellers may, within sixty (60) days but not less than forty-five (45) days prior to the Termination Date, by written notice to each Purchaser Agent, make a request for each Purchaser to extend the Termination Date for up to two additional periods, in each case up to 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser of its receipt of such request, and each Purchaser shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the Termination Date as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent to provide timely notice of its decision to the Sellers shall be deemed to constitute a refusal by such Purchaser to extend the Termination Date. The Sellers confirm that each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Termination Date (as applicable).

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at their respective addresses 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 Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (11)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 400,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $125,000,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $200,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust Rxxxxxxx Xxxxxxxx, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $200,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $75,000,000 and otherwise duly completed and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on and the Closing Date, Purchasers shall make such Advance in an amount equal to their Pro-Pro Rata ShareShare of such requested Advance; provided that, under in no event shall the VFNsPurchasers make any Advance if, of after giving effect to such Advance the aggregate principal amount Advances Outstanding hereunder would exceed the lesser of up to (but not in excess ofi) $106,518,000. Upon receipt by the Administrative Agent of Facility Amount or (ii) the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on effect. Each Advance made by the Closing Date. The obligation of each Purchaser Purchasers hereunder is subject to remit its Pro-Rata Share the interests of the Advance shall be several from that Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunderthis Agreement. (c) [Reserved]. (d) The Sellers 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 date set forth in clause (c) of the definition of Termination DateDate in the case of an extension of 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, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for up an additional period of 364 days and (iii) for each Purchaser to two extend the Facility Termination Date for an additional periods, in each case up to 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 expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Sellers Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Sellers confirm Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (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 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 $2,000,000,000, 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 herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent 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 Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 100,000,000 and otherwise duly completed, and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on and the Closing Date, Purchasers shall make such Advance in an amount equal to their Pro-Rata ShareShare of such requested Advance; provided, under that in no event shall the VFNsPurchasers make any Advance if, of after giving effect to such Advance the aggregate principal amount Advances Outstanding hereunder would exceed the lesser of up to (but not in excess ofi) $106,518,000. Upon receipt by the Administrative Agent of Facility Amount or (ii) the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on effect. Each Advance made by the Closing Date. The obligation of each Purchaser Purchasers hereunder is subject to remit its Pro-Rata Share the interests of the Advance shall be several from that Hedge Counterparties under Section 2.9(a)(i) and Section 2.10(a)(i) of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunderthis Agreement. (c) [Reserved]. (d) The Sellers 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 date set forth in clause (c) of the definition of Termination DateDate in the case of an extension of 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 to extend the date set forth in clause (c) of the definition of Termination Date for up to two additional periods, in each case up to 364 daysDate. 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 date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Sellers 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 DateDate or the term of the Liquidity Agreement, respectively. The Sellers confirm Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date (as applicable).

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at their respective addresses 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 Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (11)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 100,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $31,250,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $50,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $50,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $18,750,000 and otherwise duly completed and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on and the Closing Date, Purchasers shall make such Advance in an amount equal to their Pro-Pro Rata ShareShare of such requested Advance; provided that, under in no event shall the VFNsPurchasers make any Advance if, of after giving effect to such Advance the aggregate principal amount Advances Outstanding hereunder would exceed the lesser of up to (but not in excess ofi) $106,518,000. Upon receipt by the Administrative Agent of Facility Amount or (ii) the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on effect. Each Advance made by the Closing Date. The obligation of each Purchaser Purchasers hereunder is subject to remit its Pro-Rata Share the interests of the Advance shall be several from that Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunderthis Agreement. (c) [Reserved]. (d) The Sellers 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 date set forth in clause (c) of the definition of Termination DateDate in the case of an extension of 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, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for up an additional period of 364 days and (iii) for each Purchaser to two extend the Facility Termination Date for an additional periods, in each case up to 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 expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Sellers Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Sellers confirm Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (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 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 $250,000,000, 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 herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser the WBNA Agent at their respective addresses its address set forth on the signature pages of Annex A to this Agreement, and (ii) on each date on which an Additional additional Purchaser purchases a Variable Funding Note, to the related Additional additional Purchaser Agent at the address designated by such Additional additional Purchaser Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Xxxxx Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC), as the WBNA Agent” and shall be in the face amount equal to up to $106,518,000 145,743,636.80 and otherwise duly completed, and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on the Closing Date, and each such Purchaser shall make such Advance in an amount equal to their Pro-Rata ShareShare of such requested Advance; provided that in no event shall the Purchasers make any Advance if, under the VFNs, of after giving effect to such Advance the aggregate principal amount of up to (but not in excess of) $106,518,000. Upon receipt by Advances Outstanding hereunder would exceed the Administrative Agent of the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on the Closing Date. The obligation of each Purchaser to remit its Pro-Rata Share of the Advance shall be several from that of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereundereffect. (c) The Sellers may, within sixty (60) days but not less than forty-five (45) days prior to the Termination Date, by written notice to each Purchaser Agent, make a request for each Purchaser to extend the Termination Date for up to two additional periods, in each case up to 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser of its receipt of such request, and each Purchaser shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the Termination Date as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent to provide timely notice of its decision to the Sellers shall be deemed to constitute a refusal by such Purchaser to extend the Termination Date. The Sellers confirm that each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Termination Date (as applicable).

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each the WBNA Agent and the Swingline Purchaser Agent at their respective addresses its address set forth on the signature pages of Annex A to this Agreement, and (ii) on each date on which an Additional additional Purchaser purchases a Variable Funding Note, to the related Additional additional Purchaser Agent at the address designated by such Additional additional Purchaser Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1a) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 400,000,000 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 (2c) an Additional additional Purchaser shall be in the name of such Additional additional Purchaser and shall be in a face amount to be determined; provided, provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on the Closing Date, and each such Purchaser shall make such Advance in an amount equal to their Pro-Rata ShareShare of such requested Advance; provided that in no event shall the Purchasers make any Advance if, under the VFNs, of after giving effect to such Advance the aggregate principal amount Advances Outstanding hereunder would exceed the lesser of up to (but not in excess ofi) $106,518,000. Upon receipt by the Administrative Agent of Facility Amount or (ii) the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. (c) On the 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 Seller on an expedited basis, each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-1-S hereto, and the Swingline Purchaser shall advance to the Seller the amount requested under a Swingline Funding Request (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 availability of funds aggregate unused Commitment then in effect under this Agreement on the Closing Date. The obligation of each Purchaser to remit its Pro-Rata Share of the Advance shall be several from that of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereundereffect. (cd) The Sellers Seller may, within sixty (60) 120 days but not less than forty-five (45) 60 days prior to the date set forth in clause (c) of the definition of Termination DateDate in the case of an extension of this Agreement (the “Extension Notice Period”), 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 and/or the Facility Termination Date for up to two an additional periods, in each case up to 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 shall make a determination, in their its sole discretion, not less than fifteen (15) 30 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the Facility Termination Date as to whether or not it will agree to the applicable extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent to provide timely notice of its decision to the Sellers Seller shall be deemed to constitute a refusal by such Purchaser to extend the date set forth in clause (c) of the definition of Termination Date or the Facility Termination Date, respectively. The Sellers confirm Seller confirms that each Purchaser, in their its sole and absolute discretion, without regard to the value or performance of the Collateral Assets or any other factor, may elect not to extend the date set forth in clause (c) of the definition of Termination Date or the 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 corresponding increase in the Facility Amount; provided that (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment hereunder would cause the aggregate Commitments of the Purchasers to exceed $750,000,000, such addition or increase may only be effected with the prior written 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 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 Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent 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 Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 90,000,000 and otherwise duly completed, and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on and the Closing Date, Purchasers shall make such Advance in an amount equal to their Pro-Rata ShareShare of such requested Advance; provided, under that in no event shall the VFNsPurchasers make any Advance if, of after giving effect to such Advance the aggregate principal amount Advances Outstanding hereunder would exceed the lesser of up to (but not in excess ofi) $106,518,000. Upon receipt by the Administrative Agent of Facility Amount or (ii) the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on effect. Each Advance made by the Closing Date. The obligation of each Purchaser Purchasers hereunder is subject to remit its Pro-Rata Share the interests of the Advance shall be several from that Hedge Counterparties under Section 2.9(a)(i) and Section 2.10(a)(i) of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunderthis Agreement. (c) [Reserved]. (d) The Sellers 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 date set forth in clause (c) of the definition of Termination DateDate in the case of an extension of 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 to extend the date set forth in clause (c) of the definition of Termination Date for up to two additional periods, in each case up to 364 daysDate. 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 date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Sellers 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 DateDate or the term of the Liquidity Agreement, respectively. The Sellers confirm Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date (as applicable).

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at their respective addresses 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 Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (11)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 326,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2) 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 VFNs at any one time shall not exceed the Facility Amount. (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, from the representations and warranties set forth hereinClosing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds to under the Sellers VFNs (the each, an “Advance”) on and the Closing Date, Purchasers shall make such Advance in an amount equal to their Pro-Pro Rata ShareShare of such requested Advance; provided that, under in no event shall the VFNsPurchasers make any Advance if, of after giving effect to such Advance the aggregate principal amount Advances Outstanding hereunder would exceed the lesser of up to (but not in excess ofi) $106,518,000. Upon receipt by the Administrative Agent of Facility Amount or (ii) the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on effect. Each Advance made by the Closing Date. The obligation of each Purchaser Purchasers hereunder is subject to remit its Pro-Rata Share the interests of the Advance shall be several from that Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunderthis Agreement. (c) [Reserved]. (d) The Sellers 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 date set forth in clause (c) of the definition of Termination DateDate in the case of an extension of 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, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for up an additional period of 364 days and (iii) for each Purchaser to two extend the Facility Termination Date for an additional periods, in each case up to 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 expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Sellers Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Sellers confirm Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (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 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 $2,000,000,000, 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 herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On The Seller heretofore delivered or shall, on the date hereof (and on the terms and subject to the conditions hereinafter set forth, the Sellers shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Datedeliver, to the Purchaser Agents for each Purchaser Agent applicable Purchaser, at their respective addresses the applicable address set forth on the signature pages of this Agreement, duly executed amended and restated variable funding notes (ii) on each date on which an Additional Purchaser purchases a the “Variable Funding NoteNotes” or the “VFNs”), in substantially the form of Exhibit B, in an aggregate face amount equal to the Commitment of such Purchaser Agent’s related Additional Agent at the address designated by such Additional AgentPurchaser, and otherwise duly completed. Each Variable Funding Note evidences, and at all times on and after the date hereof shall evidence each Purchaser’s ratable share of the security continue to evidence, an undivided ownership interest in the Collateral granted pursuant Assets purchased by each applicable Purchaser in an amount equal, at any time, to Section 9.1the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFN on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrueaccrue on each VFN, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 and otherwise duly completed, and (2) 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 VFNs at any one time shall not exceed the Facility Amount.” (b) Subject to On the terms and conditions hereof and in reliance upon hereinafter set forth, during the representations and warranties set forth hereinRevolving Period, the Seller may, at its option, request the Purchasers severally, but not jointly, agree to make one advance advances of funds under the applicable VFNs in an aggregate amount up to the Sellers applicable Advance Amount for such VFN (an “Advance” and collectively, the “AdvanceAdvances”) on the Closing Date, and each such Purchaser shall make its Advance in an amount equal to their Pro-Rata Share, under the VFNs, its ratable share of the aggregate principal amount of up Commitments; provided, that in no event shall a Purchaser make any Advance if, after giving effect to (but not in excess of) $106,518,000. Upon receipt by the Administrative Agent of the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with Advance the aggregate Advances Outstanding hereunder would exceed the lesser of such proceeds made available to (i) the Administrative Agent by Facility Amount and (ii) the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller)Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers Seller with aggregate funds in connection with the an Advance that would exceed the availability of funds such Purchaser’s unused Commitment then in effect under this Agreement on the Closing Date. The obligation of each Purchaser to remit its Pro-Rata Share of the Advance shall be several from that of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereundereffect. (c) The Sellers Seller may, within sixty (60) 120 days but not less than forty-five (45) 90 days prior to (i) the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or (ii) the Scheduled Termination DateDate in the case of an extension of the Scheduled Termination Date under this Agreement, by written notice to each Purchaser Agent, make a request for each Purchaser 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 Date, as the case may be, for up to two an additional periods, in each case up to 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 more than fifteen (15) 30 days prior to following the Termination Date date it actually receives such written request by the Seller as to whether or not it will agree to the extension requested. If Each Liquidity Bank and each Purchaser so accepts will give written notice to the extension requested Administrative Agent of its agreement to extend or if each Purchaser and the Sellers agree to an extension of some other length (its decision not to exceed 363 days in any event) then extend. The Administrative Agent shall promptly inform the Termination Date shall be so extendedSeller, the Servicer and Xxxxx’x of each such decision. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Sellers Administrative Agent shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank, as applicable, to extend the Scheduled Termination DateDate or the term of the Liquidity Agreement, respectively. The Sellers confirm Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral Assets or any other factor, may elect not to extend any Liquidity Agreement or the Scheduled Termination Date Date, as applicable. (d) 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 corresponding increase in the Facility Amount; provided, however, that the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser shall become a party hereto, by executing and delivering to the 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 Administrative Agent). (e) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) following the addition of a Purchaser or an increase in a Commitment pursuant to Section 2.1(d) and until such date thereafter as the outstanding Advances of each Purchaser 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 (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 applicableso reduced) hereunder (it being understood that any such payments shall be made ratably among such Purchasers based on their respective outstanding Advances).