Common use of Incremental Purchases Clause in Contracts

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Agent and the Co-Agent with at least two (2) Business Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "PURCHASE NOTICE"). 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 US$2,000,000 or a larger integral multiple of US$500,000), the amounts corresponding to the VFCC Group's and CIT/BC's respective Funding Percentages of such Purchase Price and the Purchase Date. (b) Following the Agent's receipt of each Purchase Notice, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to (A) in the case of VFCC, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for Not later than the initial close of business on the second Business Day prior to each proposed Incremental Purchase on or after the date of this AgreementPurchase, Seller shall provide the Agent and the Co-Agent with at least two (2) Business Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "PURCHASE NOTICE"). 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 US$2,000,000 $1,000,000 or a larger integral multiple of US$500,000), the amounts corresponding to the VFCC Group's and CIT/BC's respective Funding Percentages of such Purchase Price $100,000) and the Purchase Date. ; PROVIDED, HOWEVER, that not more than four (b4) Incremental Purchases may be made in any calendar month. Following the Agent's receipt of each a Purchase Notice, the Agent will determine whether VFCC Blue Ridge agrees to make fund the VFCC Group's Funding Percentage Incremental Purchase. If Blue Ridge declines to fund a proposed Incremental Purchase, Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase Receivable Interest will be made funded by the Liquidity Banks. (c) . On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC Blue Ridge or the Liquidity Banks, as applicable, shall deposit to the Facility Account, Account in immediately available funds, as soon as practicable but in no event later than 2:00 p.m. (New York time), an amount equal to (Ai) in the case of VFCCBlue Ridge, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests Blue Ridge is then purchasing or (Bii) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to Interests the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountLiquidity Banks are purchasing. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the "Purchase Date") of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in the case of VFCCits sole discretion, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata determines not to make its Ratable Share of the VFCC Group's Funding Percentage requested Incremental Purchase, in which case the Seller may request such Ratable Share of the aggregate Incremental Purchase Price 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 offered Receivable Interestscontents of such request. If such Conduit Purchaser determines, and (ii) CIT/BC in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Facility Accountapplicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers three Business Days before such requested Purchase, in immediately available fundssubject 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 2:00 p.m. 11:00 a.m. (New York Chicago time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, ) on the Closing Date, CIT/BC shall fund Purchase Date (which in no event will be earlier than three Business Days after such percentage of the initial Purchase so that, after giving effect thereto and request is made to the application of Related Bank Purchasers). Each Purchaser Agent shall transfer to the Seller Account prior to 1:00 p.m. on such day the proceeds thereof, CIT/BCof any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Invested Amount, Account prior to 11:00 a.m. on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amountsuch day. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the "Purchase Date") of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) 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 Incremental Purchase in which case the case Seller will automatically be deemed to have requested such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of VFCCany such request to each Purchaser from which the Purchase is requested. If Windmill determines, in its sole discretion, to make the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bankrequested Purchase, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Windmill shall transfer to the Facility AccountAgent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase, in immediately available fundsthe Seller shall automatically be deemed to have requested the Incremental Purchase from the Committed Purchasers (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 of the requested Purchase Amount into the Agent's Account by no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal ) on the Purchase Date. The Agent shall transfer to CIT/BCthe Designated Account the proceeds of any Incremental Purchase delivered into the Agent's Funding Percentage of the aggregate Purchase Price of the offered Receivable InterestsAccount. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and anything in this Agreement to the application of contrary, the proceeds thereofCommitted Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount2000. (d) The Commitments of each Section 1.3 of the Committed Purchasers shall be several Sale Agreement is hereby deleted and not joint.replaced with the following:

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, The Seller shall provide the Agent and the Co-Agent each Administrator with at least two (2) three Business Days' prior written notice in a form set forth as Exhibit II D hereto of each Incremental Purchase (each, a "PURCHASE NOTICEPurchase Notice"). 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 increase in the aggregate Investment outstanding hereunder (which shall not be less than US$2,000,000 or a larger integral multiple $10,000,000) and date of US$500,000purchase (which, in the case of any Incremental Purchase (after the initial purchase hereunder), may be on any Business Day) and, in the amounts corresponding case of an Incremental Purchase which is to be funded by the VFCC Group's and CIT/BC's respective Funding Percentages Committed Purchasers (which Incremental Purchase shall be so funded in the event of such Purchase Price and a Conduit Refusal (as defined hereinbelow), provided the Seller does not cancel the Purchase Date. (bNotice) the requested Alternative Rate. Following the Agent's receipt of each a Purchase Notice, the Agent each Administrator will determine whether VFCC the Conduit Purchaser in its Related Group agrees to make the VFCC Group's Funding Percentage portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase. If VFCC , notify the Seller if its Conduit Purchaser declines to make the VFCC Group's Funding Percentage portion of the proposed purchaseIncremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the VFCC Group's Funding Percentage Seller may cancel the Purchase Notice or, in the absence of such Incremental a cancellation, such portion of the Purchase will shall be made by the Liquidity Banks. (c) Committed Purchasers in such Related Group. Unless it is notified of a Conduit Refusal on or prior to the date of Purchase, the Seller shall be entitled to assume that the portion of the Purchase contemplated in such Purchase Notice shall be made by the Conduit Purchasers in such Administrator's Related Group. On the date of each Purchase DateIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, the Conduit Purchasers (ior if a Conduit Refusal has occurred and the Purchase Notice has not been canceled, the Committed Purchasers) VFCC or the Liquidity Banks, as applicable, participating in such Incremental Purchase shall deposit to the Facility AccountSeller's account at SunTrust Bank, in Atlanta, Account Number 8800428503, ABA Number 0610▇▇▇▇▇, ▇▇ immediately available funds, no later than 2:00 4:30 p.m. (New York time), an amount equal to (A) in the case of VFCC, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (Bi) in the case of a Liquidity BankConduit Purchaser, the portion of the increase in the aggregate Investment which is to be funded by its Related Group (which portion shall be determined based on the ratio which the Related Group Limit for such Related Group bears to the aggregate of the Related Group Limits for all Related Groups hereunder) or (ii) in the case of a Committed Purchaser, such Liquidity BankCommitted Purchaser's Pro Rata Share of the VFCC Group's Funding Percentage portion of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, increase in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and Investment which is to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC be funded by its Related Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) one Business Days' prior written notice in a form set forth as Exhibit II hereto Day before the requested date (the “Purchase Date”) of each Incremental such Purchase (each, a "PURCHASE NOTICE"an “Incremental Purchase Request”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages “Purchase Amount”) of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in the case of VFCCits sole discretion, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata determines not to make its Ratable Share of the VFCC Group's Funding Percentage requested Incremental Purchase, in which case the Seller may request such Ratable Share of the aggregate Incremental Purchase Price from the Related Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the offered Receivable Interestscontents of such request. If a Conduit Purchaser determines, and (ii) CIT/BC in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Facility Accountapplicable Purchaser Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Liquidity Providers one Business Day before such requested Purchase, in immediately available fundssubject to Section 7.2 and the other terms and conditions hereof, each Related Liquidity Provider shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent’s Account by no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, ) on the Closing Date, CIT/BC shall fund Purchase Date (which in no event will be earlier than one Business Day after such percentage of the initial Purchase so that, after giving effect thereto and request is made to the application of Related Liquidity Providers). Each Purchaser Agent shall transfer to the Seller Account the proceeds thereof, CIT/BC's Invested Amount, of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent prior to 12:00 noon on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amountsuch day. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by (2i) 10:00 a.m. (Chicago time) three Business Days' 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 an Uncommitted Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the LIBOR Rate and (eachii) 10:00 a.m. (Chicago time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as a "PURCHASE NOTICE")Conduit Purchaser 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 US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "PURCHASE Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, in the case of VFCCan Uncommitted Conduit Purchaser, such Uncommitted Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the VFCC requested Purchase (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 (which such request may only be made on and after January 3, 2000) such Ratable Share of the Incremental Purchase be made by the Related Bank Purchasers of such Uncommitted 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 an Uncommitted Conduit Purchaser and such Uncommitted Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Uncommitted 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 a Committed Conduit Purchaser or the Related Bank Purchasers for a Purchaser Group (which such request of the Related Bank Purchasers may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Conduit Purchaser or the Related Bank Purchasers for a Purchaser Group shall transfer the applicable Purchaser Group's Funding Percentage Ratable Share of the aggregate requested Purchase Price of the offered Receivable Interests or Amount (B) and, in the case of a Liquidity Bankeach Related Bank Purchaser, such Liquidity Bankits Commitment Percentage of its Purchaser Group's Pro Rata Ratable Share of such Purchase) into the VFCC GroupAgent's Funding Percentage of Account by no later than 12:00 noon (Chicago time) on the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Date. The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent's Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and anything in this Agreement to the application of the proceeds thereofcontrary, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not jointhave no Commitment to make an Incremental Purchase prior to January 3, 2000.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the “Purchase Date”) of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages “Purchase Amount”) of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (A) which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the case of VFCC, Seller may request such Incremental Purchase from the VFCC Group's Funding Percentage Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the aggregate contents of such request. If the Ratable Share of an Incremental Purchase Price of requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the offered Receivable Interests or (B) in the case of a Liquidity Bankrequested Purchase, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Conduit Purchaser shall transfer to the Facility Account, in immediately available funds, Seller’s Account its Ratable Share amount of such Incremental Purchase by no later than 2:00 p.m. 12:00 noon (New York Chicago time)) on the Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, an amount equal subject to CIT/BC's Funding 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 aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, Seller’s Account by no later than 12:00 noon (Chicago time) on the Closing Date, CIT/BC shall fund Purchase Date (which in no event will be earlier than three Business Days after such percentage of the initial Purchase so that, after giving effect thereto and request is made to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountRelated Bank Purchasers). (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except Subject to the terms and conditions hereof, NSFC may from time to time on and after the Closing Date to but excluding the Termination Date at its option sell to the Buyers, and the Buyers agree to purchase (an "Incremental Purchase") from NSFC for the initial purchase price (the "Purchase Price") set forth in the Purchase Notice for such Incremental Purchase, undivided percentage ownership interests in each and every Receivable (including any additional Receivables thereafter purchased by NSFC through the close of business on the Final Purchase Date under the Purchase and Sale Agreement), together with the Related Security, Collections and other proceeds with respect thereto; provided that the Buyers shall have no obligation to make an Incremental Purchase for a Purchase Price in excess of the Available Commitment; provided further that no Incremental Purchases may be made during a Ratings Suspension Period. The Purchase Price for an Incremental Purchase shall be paid in the form of Dollars or through the issuance of new Letters of Credit (but not including the renewal or extension of outstanding Letters of Credit) by the Issuing Bank and participation therein by the Buyers or, on the Closing Date, through the deemed issuance of Letters of Credit outstanding under the Existing Credit Facilities contemplated by Section 2.02A. Each Incremental Purchase (i) in which the related Purchase Price is payable in Dollars shall be in an amount of $5,000,000 or after any integral multiple of $1,000,000 in excess thereof, (ii) in which the date related Purchase Price is payable through the issuance of this AgreementLetters of Credit shall be in an amount of at least $100,000 and (iii) in which the related Purchase Price is payable in a combination of Dollars and through the issuance of Letters of Credit shall be allocated to Dollars in an amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof and shall be allocated to Letters of Credit in an amount of at least $100,000; provided that if at the time of any Incremental Purchase the then Available Commitment is less than the minimum amount required pursuant to clause (i), Seller (ii) or (iii), as applicable, NSFC may request an Incremental Purchase for a Purchase Price equal to the Available Commitment. Each Buyer's obligation to make purchases (including through its participation in Letters of Credit) hereunder is ratable in the proportion its Commitment bears to the total Commitments and is several and not joint, and the failure of any Buyer to perform any of its obligations hereunder shall not require the performance of such obligations by either Agent or any other Buyer. (b) NSFC shall provide the Agent and the Co-Administrative Agent with at least two a notice substantially in the form of Exhibit B hereto (2a "Purchase Notice") Business Days' prior written notice in a form set forth as Exhibit II hereto of to each Incremental Purchase at the time specified in Section 2.03 for delivery of the appropriate Yield Accrual Period Selection Notice in the case of an Incremental Purchase for which the Purchase Price is to be in Dollars and at least three Business Days prior to an Incremental Purchase for which the Purchase Price is to be through the issuance of Letters of Credit. Each Purchase Notice shall specify whether the Purchase Price for such Incremental Purchase to be in Dollars or through the issuance of Letters of Credit or a combination thereof. Upon receipt of such Purchase Notice, the Administrative Agent shall promptly provide each Buyer with a copy of such Purchase Notice, and advise it of its ratable share of the Purchase Price for such Incremental Purchase. Not later than 12:00 Noon (eachNew York City time) on the day of any Incremental Purchase for which NSFC has requested all or part of the Purchase Price to be paid in Dollars, a "PURCHASE NOTICE")each Buyer shall make available its pro rata share of the Dollar portion of the Purchase Price for such Incremental Purchase to the Administrative Agent. The amount so received by the Administrative Agent shall be deposited to NSFC's account as notified by NSFC in immediately available funds. If NSFC has requested all or part of the Purchase Price for an Incremental Purchase to be paid through the issuance of Letters of Credit, such consideration shall be delivered pursuant to Section 2.02A hereof. 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 US$2,000,000 or a larger integral multiple of US$500,000), the amounts corresponding binding on NSFC when delivered to the VFCC Group's and CIT/BC's respective Funding Percentages of such Purchase Price and the Purchase DateBuyers. (b) Following the Agent's receipt of each Purchase Notice, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to (A) in the case of VFCC, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent an irrevocable written request (including 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 whether the Purchase is requested from Windmill or from the Committed Purchasers and which may, if Windmill is the Co-Agent with at least two (2) Business Days' prior written notice requested Purchaser, request that the Committed Purchasers make such Purchase in a form set forth as Exhibit II hereto lieu of each Incremental Purchase (eachWindmill should Windmill decline to do so, a "PURCHASE NOTICE"). 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 Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the case of VFCCrequested Purchase, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Windmill shall transfer to the Facility AccountAgent's Account the amount of such Incremental Purchase on the requested Purchase Date. If (i) the Incremental Purchase is requested from the Committed Purchasers or (ii) the Incremental Purchase is requested from Windmill and Windmill declines to make such Incremental Purchase, in immediately available fundsthen, subject to Section 7.2 and the other terms and conditions hereof, each Committed Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the Agent's Account by no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, ) on the Closing Purchase Date, CIT/BC . The Agent shall fund such percentage of the initial Purchase so that, after giving effect thereto and transfer to the application of Seller Account the proceeds thereof, CIT/BCof any Incremental Purchase delivered into the Agent's Invested Amount, on Account. The Agent shall notify the one hand, and Seller as to which Purchaser has made the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amountrequested Purchase. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by (2i) 10:00 a.m. (New York City time) three Business Days' 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) 10:00 a.m. (New York City time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime 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 US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (Awhich 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 (New York City 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 VFCCeach Committed Purchaser, the VFCC its Commitment Percentage of its Purchaser Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Ratable Share of such Purchase) into the VFCC GroupAgent's Funding Percentage of Account by no later than 12:00 noon (New York City time) on the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Date. The Agent shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of Seller Account the proceeds thereof, CIT/BCof any Incremental Purchase delivered into the Agent's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountAccount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) one Business Days' prior written notice in a form set forth as Exhibit II hereto Day before the requested date (the “Purchase Date") of each Incremental such Purchase (each, a "PURCHASE NOTICEan “Incremental Purchase Request"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages “Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in the case of VFCCits sole discretion, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata determines not to make its Ratable Share of the VFCC Group's Funding Percentage requested Incremental Purchase, in which case the Seller may request such Ratable Share of the aggregate Incremental Purchase Price from the Related Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the offered Receivable Interestscontents of such request. If a Conduit Purchaser determines, and (ii) CIT/BC in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Facility Accountapplicable Purchaser Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Liquidity Providers one Business Day before such requested Purchase, in immediately available fundssubject to Section 7.2 and the other terms and conditions hereof, each Related Liquidity Provider shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent’s Account by no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, ) on the Closing Date, CIT/BC shall fund Purchase Date (which in no event will be earlier than one Business Day after such percentage of the initial Purchase so that, after giving effect thereto and request is made to the application of Related Liquidity Providers). Each Purchaser Agent shall transfer to the Seller Account the proceeds thereof, CIT/BC's Invested Amount, of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent prior to 12:00 noon on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amountsuch day. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, The Seller shall provide the Agent and the Co-Agent with at least two (2) Business Days' prior an irrevocable written notice request in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "PURCHASE NOTICEPurchase Notice")) by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, 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 US$2,000,000 or a larger integral multiple of US$500,000), the amounts corresponding to the VFCC Group's and CIT/BC's respective Funding Percentages of such Purchase Price Business Day) and the requested Purchase Date. Price, which must be in a minimum amount of $1,000,000 and multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). If the Conduit determines, in its sole discretion, to make all or any portion of the case of VFCCrequested Purchase, the VFCC GroupConduit shall transfer to the Agent's Funding Percentage Account the Purchase Price (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, each Committed Purchaser shall transfer its Ratable Share of that portion of the aggregate requested Purchase Price of not funded by the offered Receivable Interests or Conduit into the Agent's Account by no later than 12:00 noon (BChicago time) on the Purchase Date (which, in the case of a Liquidity BankPurchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such Liquidity Bank's Pro Rata Share of request is made to the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Committed Purchasers). The Agent shall transfer to the Facility Account the proceeds of any Incremental Purchase delivered into the Agent's Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate . No Incremental Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, be made if after giving effect thereto and to the application payment of the proceeds thereofPurchase Price, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountAmount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the “Purchase Date”) of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages “Purchase Amount”) of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless such Purchaser Group does not include a Conduit Purchaser or a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (A) which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the case of VFCC, Seller may request such Incremental Purchase from the VFCC Group's Funding Percentage Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the aggregate contents of such request. If the Ratable Share of an Incremental Purchase Price of requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the offered Receivable Interests or (B) in the case of a Liquidity Bankrequested Purchase, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Conduit Purchaser shall transfer to the Facility Account, in immediately available funds, Seller’s Account its Ratable Share amount of such Incremental Purchase by no later than 2:00 p.m. 12:00 noon (New York Chicago time)) on the Purchase Date. If the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser under the circumstances permitted herein three Business Days before such requested Purchase, an amount equal subject to CIT/BC's Funding 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 aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, Seller’s Account by no later than 12:00 noon (Chicago time) on the Closing Date, CIT/BC shall fund Purchase Date (which in no event will be earlier than three Business Days after such percentage of the initial Purchase so that, after giving effect thereto and request is made to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountRelated Bank Purchasers). (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after the date of this Agreement, Seller shall provide the Agent and the Co-Agent with at least two from a Purchaser (2) Business Days' prior written notice in a form set forth as Exhibit II hereto of each including any Incremental Purchase (each, the proceeds of which will be used to make a "PURCHASE NOTICE"). Each Purchase Notice shall be subject Repurchase from any Purchaser pursuant to Section 6.2 hereof and1.9), except as set forth belowthe Seller must provide to such Purchaser or, shall be if applicable, the related Purchaser Agent an irrevocable and shall specify written request (including 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 (i) the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000Business Day), (ii) the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages “Purchase Amount”) of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (Athe Maximum Incremental Purchase Amount) in and such Purchaser’s Percentage Factor which shall exist immediately following the case consummation of VFCC, such sale. Each Purchaser Agent shall promptly notify the VFCC Group's Funding Percentage related Purchasers from which a Purchase is requested of the aggregate contents of such request. If a portion of an Incremental Purchase Price is requested from an Uncommitted Purchaser and such Uncommitted Purchaser determines, in its sole discretion, to make the requested portion of the offered Receivable Interests or (B) in the case of a Liquidity Banksuch Incremental Purchase, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Uncommitted Purchaser shall transfer to the Facility Account, in immediately available funds, Agent’s Account its requested Purchase Amount by no later than 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, ) on the Closing Purchase Date. If a portion of an Incremental Purchase is requested from a Committed Purchaser or the Related Bank Purchasers for a Purchaser Group, CIT/BC subject to Section 7.2 and the other terms and conditions hereof, such Committed Purchaser or such Related Bank Purchasers for a Purchaser Group shall fund such percentage of transfer its requested Purchase Amount into the initial Agent’s Account by no later than 12:00 noon (Chicago time) on the Purchase so that, after giving effect thereto and Date. The Agent shall promptly transfer to the application of Seller Account the proceeds thereof, CIT/BC's Invested Amount, on of any Incremental Purchase delivered into the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountAgent’s Account. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and an irrevocable written request substantially in the Co-Agent with at least two form of Exhibit A, by (2i) 10:00 a.m. (Chicago time) three Business Days' 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, (eachii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, a "PURCHASE NOTICE")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 US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages “Purchase Amount”) of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) 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 Incremental Purchase, in which case the case Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify each Purchaser from which the Purchase is requested of VFCCthe contents of any such request. If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the VFCC Group's Funding Percentage 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 of that portion of the aggregate requested Purchase Price of Amount not funded by the offered Receivable Interests or Conduit into the Agent’s Account by no later than 12:00 noon (BChicago time) on the Purchase Date (which, in the case of a Liquidity BankPurchase that is to accrue Discount at the Eurodollar Rate, in no event will be earlier than three Business Days after such Liquidity Bank's Pro Rata Share of request is made to the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Committed Purchasers). The Agent shall transfer to the Facility Seller Account the proceeds of any Incremental Purchase delivered into the Agent’s Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and anything contained herein to the application of contrary, during the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of Term-Out Period all Incremental Purchases to be made by the Committed Purchasers shall be several and not jointmade from funds available therefor in the Cash Collateral Account.

Incremental Purchases. (a) Except for the initial as provided below, in order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the "Purchase Date") of each Incremental such Purchase, specifying whether the Purchase (eachis requested from Windmill or from the Committed Purchasers, a "PURCHASE NOTICE"). 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 Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be (except as provided below) in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Notice, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time)or, an amount equal to (A) in the case of VFCC, the VFCC Group's Funding Percentage of the aggregate Maximum Incremental Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York timeAmount), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on in the Closing Dateevent that Windmill ceases to make Reinvestment Purchases as described in Section 1.1(d), CIT/BC the Seller shall fund such percentage of be deemed to make a request for an Incremental Purchase from the initial Purchase so that, after giving effect thereto and Committed Purchasers in an amount equal to the application amount of the proceeds thereofCollections applied on any date pursuant to Section 2.3(a) to reduce Windmill's Investment and, CIT/BC's Invested Amountsubject to Section 7.2 hereof, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several fund such Incremental Purchase without request or further notice from Windmill. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and not jointWindmill 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 of the requested Purchase Amount 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. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and the Co-notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least two one (21) Business Days' Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a form set forth as Exhibit II II‑A hereto of each Incremental Purchase (eacha “Purchase Notice”); provided, a "PURCHASE NOTICE"that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York time). 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 aggregate requested Purchase Price (which shall not be less than US$2,000,000 or a larger integral multiple $5,000,000) and date of US$500,000)purchase, the amounts corresponding to the VFCC Group's and CIT/BC's respective Funding Percentages of such Purchase Price and the Purchase Date. (b) in the case of an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following the Agent's receipt of each a Purchase Notice, each Managing Agent from the Agent Commercial Paper Purchase Groups will determine whether VFCC agrees the Conduit Purchasers in its Purchase Group (if any) agree to make participate in the VFCC Group's Funding Percentage requested Incremental Purchase. In the event that a Purchase Group has more than one Conduit Purchaser, the related Managing Agent may allocate the related Purchase Group Share of the proposed purchasePurchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If VFCC declines the Conduit Purchasers in any Commercial Paper Purchase Group decline to make participate in an Incremental Purchase, the VFCC Group's Funding Percentage Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the proposed purchase, requested Incremental Purchase shall be made by the VFCC Group's Funding Percentage related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Incremental Purchase will are being used to satisfy outstanding Reimbursement Obligations which shall be made by the Liquidity Banks. (c) On each Purchase Datefunded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, applicable Purchasers in each Purchase Group shall deposit initiate a wire transfer of immediately available funds to the Facility Account, in immediately available fundsaccount specified by Seller, no later than 2:00 p.m. 12:00 noon (New York time), in an aggregate amount equal to (A) in the case of VFCC, the VFCC such Purchase Group's Funding Percentage of the aggregate ’s Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Group Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of for such Incremental Purchase. In no event shall the offered Receivable Interests, and Purchasers be obligated to make more than fifteen (ii15) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountIncremental Purchases requested by Seller during any calendar month. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (ai) Except the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the initial 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 Purchase”), and (ii) each Facility Agent, on or after behalf of the date of this Agreement, applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Co-Agent Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two (2) Business Days' Days prior written notice in a form set forth as Exhibit II hereto of to each Incremental Purchase (each, a "PURCHASE NOTICE")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 US$2,000,000 or a larger integral multiple of US$500,000), the amounts corresponding to the VFCC Group's based on their respective Purchase Group Percentages) and CIT/BC's respective Funding Percentages of such Purchase Price and the Purchase Date. (b) Following the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent's receipt ) 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 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Purchase Notice, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchaseIncremental Purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase Reimbursement Purchases will be made by on the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent same terms as are set forth in Article VIthis Section 2.02, except that (i) VFCC or the Liquidity Banksone Business Day’s notice will be permissible, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to (A) in the case of VFCC, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an minimum amount equal to CIT/BC's Funding Percentage of the aggregate a Reimbursement Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several $1,000,000 and not joint(iii) the Purchase Notice shall be delivered by the Administrative Agent.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least form of Exhibit A, by 11:00 a.m. (Atlanta time) two Business Days before the requested date (2the "Purchase Date") Business Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to the VFCC Group's and CIT/BC's respective Funding Percentages requested amount of such Purchase Price Purchase, which must be in a minimum amount of $500,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (A) which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the case of VFCC, Seller shall request such Incremental Purchase from the VFCC Group's Funding Percentage Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the aggregate contents of such request. If the Ratable Share of an Incremental Purchase Price of is requested from a Conduit Purchaser, unless such Conduit Purchaser or its Purchaser Agent has notified the offered Receivable Interests or (B) Agent, in accordance with this Section 1.1(c), that it has determined, in its sole discretion, not to make the case of a Liquidity Bankrequested Purchase, such Liquidity Bank's Pro Rata Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Conduit Purchaser shall transfer to the Facility Account, in immediately available funds, Seller's Account its Ratable Share amount of such Incremental Purchase by no later than 2:00 1:00 p.m. (New York Atlanta time)) on the Purchase Date. If a Conduit Purchaser or its Purchaser Agent has notified the Agent that it refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, an amount equal subject to CIT/BC's Funding Section 7.2 and the other terms and conditions hereof, each such Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase into the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, Seller's Account by no later than 1:00 p.m. (Atlanta time) on the Closing Date, CIT/BC shall fund Purchase Date (which in no event will be earlier than three Business Days after such percentage of the initial Purchase so that, after giving effect thereto and request is made to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountCommitted Purchasers). (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the "Purchase Date") of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in the case of VFCCits sole discretion, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata determines not to make its Ratable Share of the VFCC Group's Funding Percentage requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase 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 aggregate Purchase Price contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the offered Receivable Interestsrequested Purchase, and (ii) CIT/BC such Conduit Purchaser shall transfer to the Facility Accountapplicable 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, in immediately available fundssubject 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 2:00 p.m. 12:00 noon (New York Chicago time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, ) on the Closing Purchase Date, CIT/BC . Each Purchaser Agent shall fund such percentage of the initial Purchase so that, after giving effect thereto and transfer to the application of Seller Account the proceeds thereof, CIT/BCof any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountAccount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and an irrevocable written request substantially in the Co-Agent with at least form of Exhibit A, by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (2the "Purchase Date") Business Days' prior written notice of such Purchase, in a form set forth as Exhibit II hereto the case of each Incremental Purchase by Windmill, (eachii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, a "PURCHASE NOTICE")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 US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) 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 Incremental Purchase, in which case the case Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of VFCCany such request to each Purchaser from which the Purchase is requested. If Windmill determines, the VFCC Group's Funding Percentage in its sole discretion, to make all or any portion of the aggregate requested Purchase, Windmill shall transfer to the Agent's Account the Purchase Price 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 of that portion of the offered Receivable Interests or requested Purchase Amount not funded by Windmill into the Agent's Account by no later than 12:00 noon (BChicago time) on the Purchase Date (which, in the case of a Liquidity BankPurchase that is to accrue Discount at the Eurodollar Rate, in no event will be earlier than three Business Days after such Liquidity Bank's Pro Rata Share of request is made to the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Committed Purchasers). The Agent shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of Seller Account the proceeds thereof, CIT/BCof any Incremental Purchase delivered into the Agent's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountAccount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial In order to request an Incremental Purchase on or after from a Purchaser, the date of this Agreement, Seller shall must provide to the Agent and an irrevocable written request (including by telecopier or other facsimile communication) substantially in the Co-Agent with at least two form of Exhibit A, by 10:00 a.m. (2Chicago time) three Business Days' prior written notice in a form set forth as Exhibit II hereto Days before the requested date (the "Purchase Date") of each Incremental Purchase (eachsuch Purchase, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify specifying the requested Purchase Price Date (which shall not must be less than US$2,000,000 or a larger integral multiple of US$500,000), Business Day) and the amounts corresponding to requested amount (the VFCC Group's and CIT/BC's respective Funding Percentages "Purchase Amount") of such Purchase Price Purchase, which must be in a minimum amount of $1,000,000 and the Purchase Date. multiples thereof (b) Following the Agent's receipt of each Purchase Noticeor, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, 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 (A) 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 Incremental Purchase. If Amsterdam determines that it will not make the Incremental Purchase, it will give notice to the Agent two Business Days prior to the Purchase Date. The Agent will promptly give notice to the Seller of Amsterdam's election not to fund, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of VFCCany such request to each Purchaser from which the Purchase is requested. If Amsterdam determines, the VFCC Group's Funding Percentage in its sole discretion, to make all or any portion of the aggregate requested Purchase, Amsterdam shall transfer to the Agent's Account the Purchase Price 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 of that portion of the offered Receivable Interests or requested Purchase Amount not funded by Amsterdam into the Agent's Account by no later than 12:00 noon (BChicago time) on the Purchase Date (which, in the case of a Liquidity BankPurchase that is to accrue Discount at the Eurodollar Rate, in no event will be earlier than three Business Days after such Liquidity Bank's Pro Rata Share of request is made to the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC Committed Purchasers). The Agent shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of Seller Account the proceeds thereof, CIT/BCof any Incremental Purchase delivered into the Agent's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountAccount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and the Co-notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least two one (21) Business Days' Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in a form set forth as Exhibit II II-A hereto of each Incremental Purchase (eacha “Purchase Notice”); provided, a "PURCHASE NOTICE"that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York time). 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 aggregate requested Purchase Price (which shall not be less than US$2,000,000 or a larger integral multiple $5,000,000) and date of US$500,000)purchase, the amounts corresponding to the VFCC Group's and CIT/BC's respective Funding Percentages of such Purchase Price and the Purchase Date. (b) in the case of an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following the Agent's receipt of each a Purchase Notice, each Managing Agent from the Agent Commercial Paper Purchase Groups will determine whether VFCC agrees the Conduit Purchasers in its Purchase Group (if any) agree to make participate in the VFCC Group's Funding Percentage requested Incremental Purchase. In the event that a Purchase Group has more than one Conduit Purchaser, the related Managing Agent may allocate the related Purchase Group Share of the proposed purchasePurchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If VFCC declines the Conduit Purchasers in any Commercial Paper Purchase Group decline to make participate in an Incremental Purchase, the VFCC Group's Funding Percentage Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the proposed purchase, requested Incremental Purchase shall be made by the VFCC Group's Funding Percentage related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Incremental Purchase will are being used to satisfy outstanding Reimbursement Obligations which shall be made by the Liquidity Banks. (c) On each Purchase Datefunded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, applicable Purchasers in each Purchase Group shall deposit initiate a wire transfer of immediately available funds to the Facility Account, in immediately available fundsaccount specified by Seller, no later than 2:00 p.m. 12:00 noon (New York time), in an aggregate amount equal to (A) in the case of VFCC, the VFCC such Purchase Group's Funding Percentage of the aggregate ’s Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Group Share of the VFCC Group's Funding Percentage of the aggregate Purchase Price of for such Incremental Purchase. In no event shall the offered Receivable Interests, and Purchasers be obligated to make more than fifteen (ii15) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's Invested Amount, on the one hand, and the VFCC Group's Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested AmountIncremental Purchases requested by Seller during any calendar month. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.

Incremental Purchases. (a) Except for the initial Incremental Purchase on or after the date of this Agreement, Seller shall provide the Agent and the Co-Agent with at least two (2) Business Days' ’ prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a "PURCHASE NOTICE"“Purchase Notice”). 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 US$2,000,000 or a larger integral multiple of US$500,000), the amounts corresponding to the VFCC Group's Wachovia’s and CIT/BC's ’s respective Funding Percentages of such Purchase Price and the Purchase Date. (b) Following the Agent's receipt of each Purchase Notice, the Agent will determine whether VFCC agrees to make the VFCC Group's Funding Percentage of the proposed purchase. If VFCC declines to make the VFCC Group's Funding Percentage of the proposed purchase, the VFCC Group's Funding Percentage of such Incremental Purchase will be made by the Liquidity Banks[Intentionally deleted]. (c) On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, (i) VFCC or the Liquidity Banks, as applicable, Wachovia shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to (A) in the case of VFCC, the VFCC Group's Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests or (B) in the case of a Liquidity Bank, such Liquidity Bank's Pro Rata Share of the VFCC Group's its Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests, and (ii) CIT/BC shall transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to CIT/BC's ’s Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase so that, after giving effect thereto and to the application of the proceeds thereof, CIT/BC's ’s Invested Amount, on the one hand, and the VFCC Group's Wachovia’s Invested Amount, on the other hand, will equal their respective Funding Percentages of the Aggregate Invested Amount. (d) The Commitments of each of the Committed Purchasers shall be several and not joint.