Common use of Incremental Purchases Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Incremental Purchases. Seller (or Servicer on Seller's behalf) shall provide the Administrator and each Purchaser Agent with at least one two (12) Business Day’s Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “"Purchase Notice”) by 12:00 noon (New York time) on the Business Day prior to the Purchase Date"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser Group1,000,000) and date of purchase (which, in the case of any Incremental Purchase (after the initial Incremental Purchase hereunder), shall only be on a Settlement Date) and, in the case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period. Following receipt of a Purchase Notice, the applicable Purchaser Agent will determine whether Conduit agrees to make the related Uncommitted Purchaser will fund the requested Incremental Purchasepurchase. If Conduit declines to make a proposed purchase, Agent shall provide Seller notice thereof, and Seller may then cancel the Purchase Notice or, in the absence of such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchasea cancellation, the Incremental Purchase shall of the Purchaser Interest will be funded ratably made by its Related Committed Purchasers (in accordance with such Related Committed Purchasers’ Available Commitments)the Financial Institutions. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Section 6.2 (but for the initial Incremental Purchase, all of Article VI), each applicable Purchaser of Conduit or the Financial Institutions, as applicable, shall deposit wire-transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to such Purchaser’s portion (based on each i) in the case of Conduit, the aggregate Purchase Price of the Purchaser Group’s Ratable Share and, if applicableInterests Conduit is then purchasing or (ii) in the case of a Financial Institution, such Purchaser’s Available Commitment) Financial Institution's Pro Rata Share of the requested aggregate Purchase PricePrice of the Purchaser Interests the Financial Institutions are then purchasing.

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

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

Incremental Purchases. Seller shall provide the Administrator and each Purchaser Agent with at least one (1) Business Day’s prior written notice in a form set forth as Exhibit II hereto of each In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (eachincluding by telecopier or other facsimile communication) substantially in the form of Exhibit A, a “Purchase Notice”) by 12:00 noon 10:00 a.m. (New York Chicago time) on three Business Days before the Business Day prior to requested date (the Purchase Date. Each Purchase Notice shall be subject to Section 6.2 hereof and"PURCHASE DATE") of such Purchase, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than $500,000, or a larger integral multiple of $100,000, with respect to each Purchaser GroupBusiness Day) and the Purchase Date. Following receipt requested amount (the "PURCHASE AMOUNT") of a Purchase Notice, the applicable Purchaser Agent will determine whether the related Uncommitted Purchaser will fund the requested Incremental Purchase. If such Uncommitted Purchaser (in its sole discretion) elects not to fund an Incremental Purchase, the Incremental Purchase shall which must be funded ratably by its Related Committed Purchasers in a minimum amount of $1,000,000 and multiples thereof (in accordance with such Related Committed Purchasers’ Available Commitments). On each Purchase Dateor, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Purchaser shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Purchaser’s portion (based on Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser Group’s from which the Purchase is requested. If Amsterdam determines, in its sole discretion, to make the requested Purchase, Amsterdam shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Amsterdam refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers three Business Days before such requested Purchase (which such request may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share and, if applicable, such Purchaser’s Available Commitment) of the requested Purchase PriceAmount into the Agent's Account by no later than 11:00 a.m. (Chicago time) on the Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). The Agent shall transfer to the Seller Account prior to 1:00 p.m. on such day the proceeds of any Incremental Purchase to the extent of funds actually received by the Agent in the Agent's Account prior to 11:00 a.m. on such day. Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, 2000.

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

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

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

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

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

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

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