Common use of Making Purchases Clause in Contracts

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Agent, given not later than 11:00 a.m. (New York time) (i) on the third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest hereunder to initially bearing Yield at the Applicable LIBO Rate and (ii) on the Business Day of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield at the Applicable Base Rate. Each such notice of a proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be made by telephone (confirmed promptly thereafter in cash on any day upon the Seller’s irrevocable written notice writing) or facsimile, in substantially the form of Annex B (eachExhibit F hereto, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before shall specify the requested aggregate amount of such Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (and the requested Business Day of such amount, which shall not be less than $5,000,000 and Purchase. Each Purchase of any Receivable Interest under this Section 2.2 shall be in an aggregate amount which is an integral multiples multiple of $1,000,000 in excess thereof, being and which is not less than the Capital relating to lesser of $10,000,000 and the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation remaining available balance of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCommitments. (b) The Agent shall give each Purchaser prompt notice of such notice of such proposed Purchase, the date of such Purchase, and the amount of such Purchaser’s Capital Investment in connection with such Purchase, by telephone or telefax. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IISection 3.2, make available to the Agent its Ratable Portion of the aggregate amount of such Purchase by deposit of such Ratable Portion in same day funds to the Agent’s Account, and, after receipt by the Agent of such funds, the Agent shall cause such funds to be made immediately available to the Seller at the Seller’s Account. (c) Each Notice of Purchase delivered pursuant to Section 2.2(a) shall be irrevocable and binding on the Seller. (d) Unless the Agent shall have received notice from a Purchaser prior to the date of any Purchase that such Purchaser will not make available to the Agent such Purchaser’s Ratable Portion of such Purchase, the Agent may assume that such Purchaser has made such Ratable Portion available to the Agent on the date of such Purchase in accordance with Section 2.2(b), and the Agent may, in reliance upon such assumption, make available to the Seller on such date a corresponding amount. However, if the Agent has received such notice from such Purchaser, the Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that such Purchaser (other than a Purchaser that has delivered to the Agent a notice of the type described in same day fundsthe two immediately preceding sentences) shall not have made such Ratable Portion available to the Agent and the Agent has made such Ratable Portion available to the Seller, at such Purchaser and the Purchase Account Seller severally agree to pay (or such other account as may be designated in writing to the extent not repaid by the Seller or such Purchaser, respectively) to the Administrator and Agent promptly on demand such corresponding amount together with interest thereon, for each Purchaser Agent), an day from the date such amount equal is made available to the portion of Capital relating Seller until the date such amount is repaid to the undivided percentage ownership interest then being purchased by Agent, at (i) in the case of the Seller, the Yield applicable to such amount and (ii) in the case of such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns Federal Funds Rate. If such Purchaser shall repay to the Administrator for the benefit of the Purchasers (ratablyAgent such corresponding amount, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each amount so repaid shall constitute such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to Ratable Portion of such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all Purchase for purposes of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the The failure of any Related Committed Purchaser or LC Participant to make a payment in connection with available such Purchaser’s Ratable Portion of any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation, if any, hereunder to make payment available such other Purchaser’s Ratable Portion of such Purchase on the date of such Purchase, but no Purchaser shall be responsible for the failure of any Funded other Purchaser to make available such other Purchaser’s Ratable Portion of such Purchase or on the date of any Purchase. Nothing herein shall prejudice any rights that the Seller may have against any Purchaser as a result of any default by such drawingPurchaser hereunder.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (eachAgent, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 11:00 a.m. (New York City time) at least two (i) on the third Business Days Day before the requested date of such Purchase Datein the case of the Purchase of any Receivable Interest initially bearing Yield at the Citicorp LIBO Rate and (ii) on the Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield at the Citicorp Base Rate. Each such notice of a proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit F hereto, and which notice shall specify (A) the requested aggregate amount requested of such Purchase to be paid to the Seller (and the requested Business Day of such amount, which Purchase. Each Purchase of any Receivable Interest initially bearing Yield at the Citicorp LIBO Rate shall be in an aggregate amount of not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and each Purchase of any Receivable Interest initially bearing Yield at the Citicorp Base Rate shall be in an aggregate amount of not less than $1,000,000 or an integral multiples multiple of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) The Agent shall give each Purchaser prompt notice of such notice of such proposed Purchase, the date of such Purchase, and the amount of Capital to be paid by such Purchaser in connection with such Purchase, by telephone or telefax. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Agent its ratable share of the aggregate amount of such Purchase by deposit of such ratable share in same day funds to the Agent’s Account, and, after receipt by the Agent of such funds, the Agent shall cause such funds to be made immediately available to the Seller at the Seller’s Account. (c) Each Notice of Purchase delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Seller. The Seller shall indemnify each Purchaser against any actual loss or expense incurred by such Purchaser as a result of any failure to fulfill on or before the date of any proposed Purchase (as to which a Notice of Purchase has been given pursuant to Section 2.02(a)) the applicable conditions set forth in Article III, including, without limitation, any actual loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Purchaser to fund its ratable portion of such proposed Purchase when such Purchase, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Purchaser prior to the date of any Purchase that such Purchaser will not make available to the Agent such Purchaser’s ratable portion of such Purchase, the Agent may assume that such Purchaser has made such portion available to the Agent on the date of such Purchase in accordance with Section 2.02(b), and the Agent may, in reliance upon such assumption, make available to the Seller on such date a corresponding amount. However, if the Agent has received such notice from such Purchaser, the Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that such Purchaser (other than a Purchaser that has delivered to the Agent a notice of the type described in same day fundsthe two immediately preceding sentences) shall not have made such ratable portion available to the Agent and the Agent has made such ratable portion available to the Seller, at such Purchaser and the Purchase Account Seller severally agree to pay (or such other account as may be designated in writing to the extent not repaid by the Seller or such Purchaser, respectively) to the Administrator and Agent forthwith on demand such corresponding amount together with interest thereon, for each Purchaser Agent), an day from the date such amount equal is made available to the portion of Capital relating Seller until the date such amount is repaid to the undivided percentage ownership interest then being purchased by Agent, at (i) in the case of the Seller, the Yield applicable to such amount and (ii) in the case of such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns Federal Funds Rate. If such Purchaser shall repay to the Administrator for the benefit of the Purchasers (ratablyAgent such corresponding amount, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each amount so repaid shall constitute such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to ratable portion of such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all Purchase for purposes of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the The failure of any Related Committed Purchaser or LC Participant to make a payment in connection with available such Purchaser’s ratable portion of any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation, if any, hereunder to make payment available such other Purchaser’s ratable portion of such Purchase on the date of such Purchase, but no Purchaser shall be responsible for the failure of any Funded other Purchaser to make available such other Purchaser’s ratable portion of such Purchase or on the date of any Purchase. Nothing herein shall prejudice any rights that the Seller may have against any Purchaser as a result of any default by such drawingPurchaser hereunder.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator and each Agent (who will forward such notice to the applicable Purchaser Agent Agent) in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall specify the desired amount and date of such purchase and the desired duration of the initial Yield Period for the related Portion of the Investment of such Participation; provided each proposed purchase shall be a Business Day) and (C) in the pro forma calculation amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. Each Purchaser Agent shall select the duration of such initial Yield Period with respect to the Portion of the Purchased Interest after giving effect Investment funded by the Purchaser(s) for which it is acting as Purchaser Agent and each subsequent Yield Period in connection with such Portion of Investment in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to the increase in the Aggregate Capital resulting from such purchaseaccommodate Seller’s preferences. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant Participation of any Purchaser, such Purchaser shall, subject to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as 1.1(a) and the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to its Purchaser Agent (at its address set forth on the Seller signature pages hereto or of the applicable Joinder Agreement), in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its Pro Rata Share (subject to Section 1.13) of the portion amount of Capital relating such purchase. Upon receipt of such funds, each such Purchaser Agent shall make such funds immediately available to the undivided percentage ownership interest then being purchased by Seller at such Purchaseraddress. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer to apply Collections as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to such Pool ReceivablesReceivables and Related Security , (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and all amounts on deposit therein, the Cash Reserve Account and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Revolving Purchaser hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) ANNEX A delivered to the Administrator Agent (who will forward such notice to the applicable Purchaser Agent) and each Purchaser Agent the Insurer in accordance with Section 5.2, SECTION 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall specify the desired amount and date of such purchase and the desired duration of the initial Yield Period for the related Portion of the Investment of such Participation; PROVIDED each proposed purchase shall be a Business Day) and (C) in the pro forma calculation amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. Each Purchaser Agent shall select the duration of such initial Yield Period with respect to the Portion of the Purchased Interest after giving effect Investment funded by the Purchaser(s) for which it is acting as Purchaser Agent and each subsequent Yield Period in connection with such Portion of Investment in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to accommodate Seller's preferences. Each purchase of undivided ownership interests with regard to any Participation of any Term Purchaser shall be made in accordance with the increase terms set forth in the Aggregate Capital resulting from such purchaserelated Joinder Agreement. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Participation of any Revolving Purchaser, as the case may be, such Revolving Purchaser shall, upon subject to SECTION 1.1(a) and the satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to its Purchaser Agent (at its address set forth on the Seller signature pages hereto or of the applicable Joinder Agreement), in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its Revolving Share of the portion amount of Capital relating such purchase. Upon receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. On the date of each purchase (but not reinvestment) of undivided percentage ownership interest then being purchased by interests with regard to the Participation of any Term Purchaser, such PurchaserTerm Purchaser shall, subject to SECTION 1.1(a) and the satisfaction of the applicable conditions set forth in EXHIBIT II hereto and (if applicable) set forth in the related Joinder Agreement, make available to its Purchaser Agent (at its address set forth on the signature pages hereto or of the applicable Joinder Agreement) the amount of such purchase in same day funds, and after such Purchaser Agent's receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablySecured Parties, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement, the Insurance Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer that Collections be applied to the Participations as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including including, without limitation, any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and the Cash Reserve Account and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent Agent, in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 100,000, in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased each case with respect to each Purchaser Group), (B) the date of such purchase Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1019825269 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior add additional Persons as Purchasers (either to each anniversary of an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Closing DatePurchase Limit; provided, however, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Seller or the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Each purchase of a Receivable Interest by the Purchaser shall be made on at least three (3) Business Days' notice from the Seller may request to the Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being referred to herein as the Capital relating to initial "Capital" of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), and (Bii) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest ). If, after giving effect to the increase in the Aggregate Capital resulting from such purchase, the aggregate outstanding Capital of all Receivable Interests would exceed the Purchaser's Commitment, the Purchaser shall promptly notify the Seller and the Agent whether it has determined to make the requested purchase on the terms specified by the Seller. (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller Seller, in the Seller's Account in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an aggregate amount equal to the portion initial Capital of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserReceivable Interest. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchaser, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased or in respect of which the reinvestment is being made, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, the Purchaser shall not make purchases under this Agreement and at any time in an amount which would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, Program Limit less the “Obligations”), aggregate outstanding Capital held by the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCPurchaser. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, Notwithstanding the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasersforegoing, the Purchaser Agents and shall not be obligated to make purchases under this Section 2.02 at any time in an amount which would exceed the Administrator shall enter into such documents as Purchaser's Commitment less the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller aggregate amount of such determination; provided, that the failure Capital of the Administrator to affirmatively notify Receivable Interests held by the Seller of Purchaser (whether or not any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be portion thereof has been assigned by the Purchaser under a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Liquidity Asset Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sAgreement). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) Each Purchase of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Eligible Assets shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before Days' notice from the requested Seller to the Agent, or on such other notice period as the Seller and the Agent (with the consent or at the request of the Managing Agents) shall agree. Each such notice of such proposed Purchase Date, and which notice shall specify the desired aggregate amount (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000) date and duration of the initial Fixed Period for each Eligible Asset to be purchased. The Agent shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to promptly notify each Purchaser Group), (B) the date Managing Agent of such purchase (which notice of such proposed Purchase. Each Investor shall be a Business Day) promptly notify its Managing Agent and (C) the pro forma calculation Agent whether such Investor has determined to make such Purchase. If any Investor so notifies its Managing Agent and the Agent that it has determined not to make such Purchase and any other Investor agrees to make such Purchase in the place of such Investor, the Investor so making such Purchase shall notify its Managing Agent and the Agent of such agreement and its share for such Purchase. The Agent shall promptly thereafter notify the Seller of the Purchased Interest after giving effect identity of the Investors, if any, that have determined to the increase in the Aggregate Capital resulting from make such purchasePurchase and their respective shares therefor. (b) On the date of each purchase requested by Purchase, the Seller pursuant to Section 1.2(a), Managing Agent for each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Investor making a Purchase shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller the amount of such Investor's Purchase by deposit of such amount in same day funds, funds to the Seller at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserSeller's Account. (c) Effective on The Managing Agent for each Investor owning any Eligible Asset shall notify each of the date of each Purchase pursuant to this AgreementAgent, the Seller hereby sells and assigns the Collection Agent, by 11:00 a.m. (New York City time) on the last day of each Settlement Period for such Eligible Asset for which the Yield for such Settlement Period shall be determined with reference to the Administrator Investor Rate, of (A) the Investor Rate for such Settlement Period for such Eligible Asset and (B) the benefit amount of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at Yield accrued for such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security Eligible Asset during or with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related SecuritySettlement Period. (d) To secure all CNAI as Agent shall, on the first day of each Fixed Period for each Eligible Asset for which the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants Yield for such Fixed Period shall be determined with reference to the Administrator (for the benefit of the AdministratorAssignee Rate, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement Collection Agent and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) Managing Agents of the Exiting Purchaser(s)Assignee Rate for such Fixed Period. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least (x) one Business Day before the requested purchase date in the case of a purchase of less than $50,000,000 and (y) two Business Days before the requested Purchase Datepurchase date in the case of a purchase of at least $50,000,000, and which notice in each case shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other Mellon Bank, Pittsburgh, Pennsylvania, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 016-7425, ABA# ▇▇▇▇▇▇▇▇▇, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaseras set forth in the applicable Purchase Notice. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to to, and other proceeds of, such Pool ReceivablesReceivables and Related Security, (iv) the Lock-Box Accounts (and the related lock-boxes) and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts (and such related lock-boxes) and such amounts on deposit therein, (v) all books and records of each Receivable, and all rights, remedies, powers and privileges of the Seller in any accounts into which Collections are or may be received and all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds and products of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e. In connection with the transfer of the undivided interest set forth in Section 1.2(c) Provided that no Termination Event or Unmatured Termination Event exists and is continuingthe grant of the security interest in the Pool Assets set forth in this Section 1.2(d), by signing this Agreement in the space provided, the Seller may request, hereby authorizes the filing of all applicable UCC financing statements in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem all necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)jurisdictions. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City timeTime) at least two one Business Days Day before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1019275287 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior add additional Persons as Purchasers (either to each anniversary of an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Closing DatePurchase Limit; provided, however, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.14(b)), the amount requested to be paid to the Seller with respect to each Conduit Purchaser (such amount, which shall not be less than $5,000,000 and shall be in 300,000 (or an integral multiples multiple of $1,000,000 100,000 in excess thereof), or such lesser amount as is agreed to by the Administrator and each Purchaser Agent, with respect to each Purchaser Group, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Groupby such Conduit Purchaser), (B) the date of such purchase Funded Purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by Funded Purchase (but not reinvestment or issuance of a Letter of Credit) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser (or Related Committed Purchaser, as the case may be, related Purchaser Agent on its behalf) shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (PNC Bank, National Association, account number ▇▇▇▇▇▇▇▇▇▇, ABA ▇▇▇▇▇▇▇▇▇ or such any other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, an amount equal to the portion of its Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Funded Purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator (for the benefit of the Purchasers (ratably, ratably based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capitaltime,) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Purchasers a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and the CONSOL Guaranty, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, each LC Participant shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably been deemed to make a Funded Purchase hereunder in the event that no Termination Event or Unmatured Termination Event exists such Letter of Credit is subsequently drawn and is continuing, such drawn amount shall not have been reimbursed pursuant to Section 1.14 upon such draw. All such Funded Purchases shall be made ratably by the Seller may request, in a written notice given LC Participants according to the Administrator their Pro Rata Shares and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to shall accrue Discount from the date that is one year after of such then-current Scheduled Termination Datedraw. In the event that the Purchasers any Letter of Credit expires or is surrendered without being drawn (in any Purchaser Group are agreeable to whole or in part) then, in such extensionevent, the Administrator foregoing commitment to make Funded Purchases shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended expire with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as and the case may be, LC Participation Amount shall not relieve any other Related Committed Purchaser or LC Participant automatically reduce by the amount of its obligations hereunder to make payment for any Funded Purchase or such drawingthe Letter of Credit which is no longer outstanding.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Revolving Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator Agent (who will forward such notice to the applicable Purchaser Agent) and each Purchaser Agent the Insurer in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall specify the desired amount and date of such purchase and the desired duration of the initial Yield Period for the related Portion of the Investment of such Participation; provided each proposed purchase shall be a Business Day) and (C) in the pro forma calculation amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. Each Purchaser Agent shall select the duration of such initial Yield Period with respect to the Portion of the Purchased Interest after giving effect Investment funded by the Purchaser(s) for which it is acting as Purchaser Agent and each subsequent Yield Period in connection with such Portion of Investment in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to accommodate Seller’s preferences. Each purchase of undivided ownership interests with regard to any Participation of any Term Purchaser shall be made in accordance with the increase terms set forth in the Aggregate Capital resulting from such purchaserelated Joinder Agreement. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant Participation of any Revolving Purchaser, such Revolving Purchaser shall, subject to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as 1.1(a) and the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to its Purchaser Agent (at its address set forth on the Seller signature pages hereto or of the applicable Joinder Agreement), in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its Revolving Share of the portion amount of Capital relating such purchase. Upon receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. On the date of each purchase (but not reinvestment) of undivided percentage ownership interest then being purchased by interests with regard to the Participation of any Term Purchaser, such PurchaserTerm Purchaser shall, subject to Section 1.1(a) and the satisfaction of the applicable conditions set forth in Exhibit II hereto and (if applicable) set forth in the related Joinder Agreement, make available to its Purchaser Agent (at its address set forth on the signature pages hereto or of the applicable Joinder Agreement) the amount of such purchase in same day funds, and after such Purchaser Agent’s receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller at such office. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablySecured Parties, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement, the Insurance Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer that Collections be applied to the Participations as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including including, without limitation, any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and the Cash Reserve Account and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller may request to the Program Agent and each Investor Agent. Each such notice of a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and 1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating proportional to the undivided percentage ownership interest then being purchased with respect to Investor Purchase Limit of each Purchaser Group), (Biii) the date of such purchase (which shall be a Business Day) ), and (Civ) if such Receivable Interest is to be purchased by a Group other than the pro forma calculation Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the increase in Investors. If any Investor with respect to any Group has determined not to make the Aggregate Capital resulting from entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such purchase. (b) On Group shall promptly send notice of the proposed purchase to all of the Related Banks with respect to such Group concurrently by telecopier, telex or cable specifying the date of each purchase requested such purchase, the aggregate amount of Capital of Receivable Interest being purchased by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or such Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account Banks (or such other account as may which amount shall be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of the initial Capital relating requested to the undivided percentage ownership interest then being purchased be funded by such Purchaser. (c) Effective on Investor, which such Investor determined not to fund or, in the date case of each Purchase pursuant to this Agreementany Group which does not have an Investor, the Seller hereby sells and assigns entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Administrator Yield for the benefit of the Purchasers (ratably, Fixed Period for such Receivable Interest is calculated based on the Aggregate Capital plus Eurodollar Rate (which, in the LC Participation Amount outstanding case of any Group other than the Fifth Third Group, may be selected only if such notice is given at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants least three Business Days prior to the Administrator (for purchase date) or the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the AdministratorAlternate Base Rate, and the Administrator duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall so notify be one day if the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do has not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sselected another period). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) Each Purchase by Conduit or the Banks shall be made following delivery by the Servicer, on behalf of undivided percentage ownership interests with regard the Seller, to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form Agent of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received Request by the Administrator and each Purchaser Agent by 1:00 p.m. no later than Noon (New York City time) at least two Business Days before prior to the requested proposed date of Purchase Date, and which notice (or by no later than Noon (New York City time) one Business Day in the case of the initial Purchase hereunder). Each such Purchase Request shall specify (Ai) the amount Purchase Price requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, being referred to herein as the "Capital relating to Investment" of the undivided percentage ownership interest Receivable Interests then being purchased with respect to each Purchaser GroupPurchased), (Bii) the date of such purchase Purchase (which shall be a Business Day) and (Ciii) be accompanied by Computer Tape describing the Receivables that are the subject of the requested Purchase. The Servicer, on behalf of the Seller, shall submit no more than one (1) Purchase Request per calendar week and no more than four (4) Purchase Requests in any calendar month. The Agent shall promptly thereafter notify the Seller whether Conduit has determined to make a Purchase and, if so, whether all of the terms specified by the Seller are acceptable to Conduit. If Conduit has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase. Such notice shall also set forth (i) the pro forma calculation Purchase Price to be paid by each such Bank, which shall be equal to each Bank's Percentage multiplied by the aggregate amount of Capital Investment of the Purchased Receivable Interest after giving effect being purchased and (ii) whether the Yield for such Receivable Interest is to be computed based on the Eurodollar Rate or on the Alternate Base Rate; provided, however, that the Eurodollar Rate may be used only if the related Purchase Notice is given at least two Business Days prior to the increase in the Aggregate Capital resulting from such purchaseproposed Purchase Date. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(asuch Purchase (a "Purchase Date"), each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle VII, in payment of the Purchase Price in respect of such Purchase, (i) deposit a portion of the Purchase Price for such Purchase equal to the Required Reserve Account Amount for such Purchase into the Reserve Account and (ii) make available to the Seller by deposit into an account specified by the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds of an amount equal to the portion remaining amount of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase Price. (c) Effective on the date of each Purchase pursuant to this AgreementSection 2.02, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyparties making such Purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being Purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 2.02 at any time in an amount which would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, Bank Commitment of such Bank less the “Obligations”), the Seller hereby grants to the Administrator (for the benefit sum of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, the aggregate outstanding and unpaid amount of any purchases made by such Bank under the Asset Purchase Agreement plus (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank's ratable share of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)aggregate outstanding Capital Investment held by Conduit. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder Bank's obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such Purchase, but no Bank shall be responsible for the failure of any Funded Purchase or such drawingother Bank to make funds available in connection with any Purchase.

Making Purchases. (a) The Each purchase by the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at least two Business Days before any one time outstanding may have a Yield Rate based on the requested Purchase Date, Adjusted Eurodollar Rate and which that no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples amount being referred to herein as the initial “Capital” of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect toif the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, and other proceeds of, the duration of the initial Yield Period for such Pool Receivables and Related Security. (d) To secure Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the SellerBanks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s obligations Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the such Bank’s “ObligationsRatable Portion”), whether the Seller hereby grants to the Administrator (Yield for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request Yield Period for such extension, such Purchasers (Receivable Interest is calculated based on the Adjusted Eurodollar Rate or their Purchaser Agent) shall so notify the AdministratorAlternate Base Rate, and the Administrator duration of the Yield Period for such Receivable Interest (which shall so notify be one day if the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do has not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sselected another period). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request shall provide the Agent with a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made notice, in cash on any day upon the Seller’s irrevocable written notice in substantially the form of Annex B Exhibit VIII hereto (each, each a “"Purchase Notice”"), at least (i) delivered three Business Days prior to the Administrator and each Purchaser Agent date of an Incremental Purchase in accordance with Section 5.2the event the applicable Discount Rate is requested to be the LIBO Rate, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City timeii) at least two Business Days before prior to the date of an Incremental Purchase in the event the applicable Discount Rate is requested to be the CP Rate and (iii) one Business Day prior to the date of an Incremental Purchase in the event the applicable Discount Rate is requested to be the Base Rate. Each Purchase Notice shall, except as set forth below, be irrevocable and shall specify the requested Purchase Date, and which notice shall specify Price (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 than, and shall be in an integral multiples of multiple of, $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B1,000,000) the and date of such purchase (which shall be a Business Day) and (C) purchase, together with the pro forma calculation duration of the Purchased Interest after giving effect initial Tranche Period and the initial Discount Rate related thereto. Following receipt of a Purchase Notice, the Agent will determine whether Falcon agrees to make the increase in purchase. If Falcon declines to make a proposed purchase, the Aggregate Capital resulting from such purchaseSeller may cancel the Purchase Notice or the Incremental Purchase of the Receivable Interests will be made by the Investors. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallIncremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Exhibit IIArticle IV, make available Falcon or each Investor, as applicable, shall deposit to the Seller Facility Account, in same day immediately available funds, at the Purchase Account no later than 12:00 noon (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser AgentChicago time), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) in the case of Falcon, the aggregate Purchase Price of each Pool Receivable Interests Falcon is then existing, purchasing or (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds ofin the case of an Investor, such Pool Receivables and Related Security. (d) To secure all Investor's Pro Rata Share of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit aggregate Purchase Price of each of the Administrator, Receivable Interests the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCInvestors are purchasing. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before noon, New York City time) at least two one Business Days Day before the requested Purchase Date, and which notice shall specify specify, (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 2,500,000 (or such lesser amount as agreed to by the Administrator and each Purchaser Agent) and shall be in integral multiples of $1,000,000 250,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Administrator by wire transfer to the Administration Account, no later than noon (New York time), an amount in immediately available funds equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. Upon receipt of such amounts by the Administrator in the Administration Account, the Administrator shall no later than 3:00 p.m. (New York time) make available to the Seller in same day funds, at funds on the date of such purchase by deposit to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser AgentAdministrator), an amount equal to such amounts received by the portion of Capital relating to Administrator in the undivided percentage ownership interest then being purchased by such PurchaserAdministration Account. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount Exposure outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest interest, subject to the terms hereof (including, without limitation, the settlement provisions of Section 1.4), in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the LC Collateral Account, the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists shall have occurred and is be continuing, the Seller may request, in a request the extension of the Scheduled Commitment Termination Date by providing written notice given to the Administrator and each Purchaser Agent, not less than 30 days and ; provided such request is made not more than 90 days prior to each anniversary of to, and not less than 60 days prior to, the Closing Date, that the then-then current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Commitment Termination Date. In the event that the Purchasers in any Purchaser Group are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers any Purchaser may accept or decline such a request in their its sole and absolute discretion and on such terms as they may elect) not less than 30 days prior to the then current Scheduled Commitment Termination Date, and the Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall enter into such documents as be paid by the Purchasers may reasonably deem necessary or appropriate to reflect such extensionSeller. In the event the Purchasers in any Purchaser Group decline declines the request for such extension, such Purchasers Purchaser (or their its Purchaser Agent) shall so notify the Administrator, Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding the determination to decline such extension request within 30 days following receipt of such request shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to be a refusal by such Purchasers have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Facility Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentenceall Purchasers, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)) and the Commitment Percentages and Commitments shall be appropriately adjusted. (f) The Seller may, with the written consent of the Administrator and each Purchaser Agent, which consent may be granted or withheld in their sole discretion, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Related Committed Purchaser or related LC Bank to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, that the Commitment of any Related Committed Purchaser or related LC Bank may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser or Related Committed Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator, each Purchaser Agent and the Seller, an Assumption Agreement in the form of Annex F hereto (which Assumption Agreement shall, in the case of any new Conduit Purchaser or Related Committed Purchaser, be executed by each Person in such new Purchaser’s Purchaser Group). (g) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first funded by the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be funded by each other Purchaser Group ratably and applied in accordance with this paragraph (g)). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestment under Section 1.4(c)) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B A (each, a “Purchase Notice”) delivered to the Administrator Agent and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City Agents prior to 2:00 p.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase shall specify the desired amount and date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (which but not reinvestment under Section 1.4(c)) no later than the [**] day following the requested purchase date (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount payable as described in clause (i) below, the Purchaser shall be obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business DayDay prior to such Deferred Purchase Date. Subject to the adjustment of the purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by a Deferring Purchaser. In addition, if there is a Deferring Purchaser: (i) all repayments of Investment shall be made on a pro rata basis across all Purchasers (based on each such Purchaser’s Investment (including, for purposes of this calculation, any deferred purchase amounts which such Purchaser is still obligated to fund prior to the applicable Deferred Purchase Date(s)) as a percentage of the aggregate Investment for all Purchasers (including the aggregate of all outstanding deferred purchase amounts); provided, that amounts allocated to any Deferring Purchaser shall first be applied to reduce any applicable unfulfilled purchase amounts of that Deferring Purchaser (starting with the most recently deferred purchase) without the payment of cash and then, after all such Deferring Purchaser’s unfulfilled purchase amounts have been reduced to zero, applied to reduce such Deferring Purchaser’s Investment through the payment of cash; and (Cii) the future purchase requests and reports shall be calculated on a pro forma basis including the unfulfilled purchase of any Deferring Purchasers (e.g., the calculation of the Purchased Interest after giving effect to Participation shall include such unfulfilled purchases). For the increase avoidance of doubt, no unfulfilled purchase shall accrue Discount or be included in the Aggregate Capital resulting from such purchasecalculation of fees hereunder until funded. (b) On the date of each purchase requested by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Participation of any Purchaser, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon subject to Sections 1.1(a) and 1.2(a) and the satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller its Purchaser Agent, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its pro rata share (based on the Maximum Commitment of such Purchaser as a percentage of the Maximum Amount) of the amount of such purchase. Upon receipt of such funds, each such Purchaser Agent shall make such funds immediately available to the Seller pursuant to the wire instructions provided on the Purchase Notice. Notwithstanding the foregoing, with respect to any Purchaser Group, each Note Issuer in such Purchaser Group may, in its sole discretion, make available to its Purchaser Agent all or a portion of Capital relating the pro rata share of such purchase allocated to such Note Issuer’s Purchaser Group. If a Note Issuer elects not to fund its Purchaser Group’s portion in full, such Note Issuer’s related Purchasers with Maximum Commitments shall, subject to Sections 1.1(a) and 1.2(a) and the undivided percentage ownership interest then being purchased by satisfaction of the applicable conditions set forth in Exhibit II hereto, make available any such Purchasershortfall on such date of purchase. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) Seller’s right, title and interest in, to and under all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer to apply Collections as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to such Pool ReceivablesReceivables and Related Security, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and all amounts on deposit therein, the Cash Reserve Account and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time) at least two Business Days before ), on the requested proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether the respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make a proposed purchase, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks concurrently specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables (which shall be one day if the Seller has not selected another period). The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit the Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser’s or Bank’s ratable share (based on the applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool Receivables. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool Receivables, (iii) all Collections with respect to Bank less such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s Percentage of the obligations) outstanding and unpaid Capital of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)Purchaser. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required for any Funded Purchase or such drawingpurchase.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., San Francisco time) at least two (i) three Business Days before prior to the requested Purchase Datepurchase date, in the case of a purchase to be funded at the Alternate Rate and based on the Eurodollar Rate, (ii) one Business Day prior to the requested purchase date, in the case of a purchase to be funded at the Alternate Rate and based on the Base Rate and (iii) one Business Day prior to the requested purchase date, in the case of a purchase to be funded at the CP Rate, which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being the Capital "CAPITAL" relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation desired funding basis for such purchase (which shall be either the Alternate Rate or the CP Rate) and (unless such purchase shall be funded at the CP Rate) the duration of the Purchased Interest after giving effect initial Fixed Period(s) for such purchase. If such terms relate to the increase in CP Rate, the Aggregate Capital resulting from Administrator shall promptly thereafter notify the Seller whether such purchaseterms are acceptable to the Issuer. If the Administrator notifies the Seller that such terms relating to the CP Rate are unacceptable to the Issuer due to market conditions, then the Seller shall be deemed to have requested that the purchase be funded at the Alternate Rate and based on the Base Rate. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to the Seller in same day funds, at the Purchase Account (or such other Bank of America National Trust and Savings Association, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# 1233056289, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: in all its right, title and interest in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security; provided that the foregoing shall not include any Excluded Property. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for its benefit and the benefit of the AdministratorIssuer, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: arising (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Box Accounts and any related deposit accounts and post office boxes and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts Accounts, related deposit accounts and post office boxes and amounts held or on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viE) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided that the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementshall not include any Excluded Property. The Administrator (on behalf of itself, and the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assetsproperty described in this SECTION 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 500,000 or such lesser amount as agreed to by the Administrator and shall be in integral multiples of $1,000,000 in excess thereofeach Purchaser Agent), being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 5605018601 (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s 's Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s 's personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (Administrator, on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser AgentAgent (and, not less than 30 days and not more than 90 days prior in the case of a new Related LC Participant, the LC Bank), add additional Persons as Purchasers (either to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any an existing Purchaser Group are agreeable or by creating new Purchaser Groups) or cause an existing Related Committed Purchaser or Related LC Participant to such extension, increase its Commitment in connection with a corresponding increase in the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determinationPurchase Limit; provided, that the failure of the Administrator to affirmatively notify the Seller Commitment of any Purchasers’ election regarding such extension request within 30 days following receipt Related Committed Purchaser or Related LC Participant may only be increased with the prior written consent of such request Purchaser (which consent may be granted or withheld in their sole discretion). Each new Conduit Purchaser, Related Committed Purchaser or Related LC Participant (or Purchaser Group) shall be deemed become a party hereto, by executing and delivering to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Administrator, each Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement Agent and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or moreSeller, but less than all, Purchasers and the Exiting Purchasers are not replaced as described an Assumption Agreement in the foregoing sentenceform of Annex C hereto (which Assumption Agreement shall, then in the Purchase Limit shall case of any new Conduit Purchaser, Related Committed Purchaser or Related LC Participant, be reduced executed by an amount equal to the Commitment(s) of the Exiting Purchaser(seach Person in such new Purchaser's Purchaser Group). (f) Each Related Committed Purchaser’s 's and Related LC Participant’s 's obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or Related LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or Related LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or Related LC Participant fails to satisfy its obligation to make a purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Seller or the Administrator (or any relevant Purchaser Agent or, solely to the extent no such notice has been given, notice by the Servicer), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers or Related LC Participants in such defaulting Related Committed Purchaser's or Related LC Participant's Purchaser Group shall fund the defaulting Related Committed Purchaser's or Related LC Participant's Commitment Percentage of the related Purchase or drawing pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser or Related LC Participant; it being understood that a defaulting Related Committed Purchaser's or Related LC Participant's Commitment Percentage of any Purchase or drawing shall be first funded by the Related Committed Purchasers or Related LC Participants in such defaulting Related Committed Purchaser's or Related LC Participant's Purchaser Group and thereafter if there are no other Related Committed Purchasers or Related LC Participants in such Purchaser Group or if such other Related Committed Purchasers or Related LC Participants are also defaulting Related Committed Purchasers or Related LC Participants, then such defaulting Related Committed Purchaser's or Related LC Participant's Commitment Percentage of such Purchase or drawing shall be funded by each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser or Related LC Participant shall be required to make a Purchase or payment with respect to such drawing pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser or the Pro Rata Share of the LC Participation Amount of such Related LC Participant (after giving effect to such Purchase or payment with respect to such drawing) to exceed its Commitment. (g) Notwithstanding the otherwise applicable conditions precedent to Purchases hereunder, upon effectiveness of this Agreement in accordance with its terms and immediately prior to giving effect to Section 1.2(h) below, Market Street, as a Conduit Purchaser, shall be deemed to have outstanding Capital hereunder equal to its outstanding Capital under the Original Agreement immediately prior to the effectiveness of this Agreement. (h) Immediately upon effectiveness of this Agreement in accordance with its terms and after giving effect to Section 1.2(g) above, Market Street, as a Related Committed Purchaser, hereby assigns and delegates to ▇▇▇▇▇, as a Related Committed Purchaser, $25,000,000 of Market Street's existing $100,000,000 Commitment and the related obligation hereunder to make Purchases and reinvestments from time to time in accordance with the terms hereof, and ▇▇▇▇▇, as a Related Committed Purchaser, hereby assumes such $25,000,000 Commitment and such obligation hereunder to make Purchases and reinvestments from time to time in accordance with the terms hereof; After giving effect to the assignments and assumptions described in Section 1.2(h) and effective as of the Closing Date: (i) there shall be two Purchaser Groups as follows, one of which consists of Market Street, as a Conduit Purchaser and as a Related Committed Purchaser, and PNC, as LC Bank and as an LC Participant, and the other of which consists of ▇▇▇▇▇, as a Related Committed Purchaser and as an LC Participant; (ii) the Group Commitment of Market Street's Purchaser Group shall be $75,000,000, and the Group Commitment of ▇▇▇▇▇'▇ Purchaser Group shall be $30,000,000; (iii) the Commitment of Market Street, as a Related Committed Purchaser shall be $75,000,000, and the Commitment of ▇▇▇▇▇, as a Related Committed Purchaser shall be $30,000,000; (iv) the Commitment of PNC, as LC Bank and as an LC Participant shall be $75,000,000, and the Commitment of ▇▇▇▇▇, as an LC Participant shall be $30,000,000; (v) the Aggregate Capital shall be $0, the Capital funded by Market Street shall be $0, and the Capital funded by ▇▇▇▇▇ shall be $0; (vi) ▇▇▇▇▇ shall have the rights and obligations of a Conduit Purchaser, a Related Committed Purchaser and LC Participant hereunder, to the extent of the Commitments so assigned to and assumed by them, respectively; and (vii) Market Street and PNC shall, to the extent of the assignment by them pursuant to Section 1.2(h), be released from the portion of their respective Commitments so assigned. The parties hereto acknowledge and agree that the assignments and assumptions effected by Section 1.2(h) shall be deemed to satisfy the requirements of Section 1.2(e) and Section 6.3(c) hereof relating to the execution and delivery of an Assumption Agreement and a Transfer Supplement and any other requirements hereunder and under the Original Agreement for assignments of Capital and Commitments.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of an undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date Purchase Date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being purchased funded by such Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythe Purchased Interest. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller describing as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. For greater certainty, the Seller hereby confirms and agrees in favor of the Administrator, for the benefit of the Purchasers, that each grant of a security interest, representation, warranty, covenant, liability, indemnity or other obligation that is expressed in the Existing Receivables Purchase Agreement to be made or given by, or otherwise binding upon the Seller (including without limitation the grant of a security interest by the Seller pursuant to this Section 1.2(d)) is, and shall be deemed to be, a representation, warranty, covenant, liability, indemnity or obligation, as applicable, made or given by, and binding upon, the Seller. Without in any way limiting the terms hereof, the Seller confirms that the security interest in the Pool Assets provided for hereunder continues the security interest in the Pool Assets granted pursuant to the Existing Receivables Purchase Agreement. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, in the event that no Termination Event such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.15 upon such draw or Unmatured Termination Event exists through the distribution of such LC Participant’s Adjusted Pro Rata Share of the amount on deposit in the LC Collateral Account, each LC Participant shall, automatically and without further action of any kind have irrevocably been deemed to have made a Funded Purchase hereunder in an amount equal to such LC Participant’s Adjusted Pro Rata Share of such unreimbursed draw. If the LC Bank pays a drawing under a Letter of Credit that is continuingnot reimbursed by the Seller on the applicable Drawing Date or through the distribution of the LC Bank’s Adjusted Pro Rata Share of the amount on deposit in the LC Collateral Account, the Seller may requestLC Bank shall be deemed to have made a Funded Purchase in an amount equal to its Adjusted Pro Rata Share of such unreimbursed draw. All such Funded Purchases shall accrue Discount from the date of such draw. In the event that any Letter of Credit expires or is surrendered without being drawn (in whole or in part) then, in a such event, the foregoing commitment to make Funded Purchases shall expire with respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by the face amount of the Letter of Credit which is no longer outstanding. (f) The Seller may, with the written notice given to consent of the Administrator and each Purchaser AgentAgent (and, not less than 30 days and not more than 90 days prior in the case of a new related LC Participant, the LC Bank), add additional Persons as Purchasers (either to each anniversary an existing Purchaser Group or by creating new Purchaser Groups) or with the written consent of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer applicable Purchaser Agent cause an existing Related Committed Purchaser or related LC Participant to increase its Commitment in writing (it being understood that connection with a corresponding increase in the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determinationPurchase Limit; provided, that the failure Commitment of any Related Committed Purchaser or related LC Participant may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser, Related Committed Purchaser or related LC Participant (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator to affirmatively notify and the Seller Seller, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement shall, in the case of any Purchasers’ election regarding new Purchaser Group, be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fg) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make any Purchase hereunder or a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, (i) the non-defaulting Related Committed Purchasers or related LC Participants in such defaulting Related Committed Purchaser’s or related LC Participant’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of the related Purchase or drawing ratably (based on their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser or related LC Participant)); and (ii) if there are no other Related Committed Purchasers or related LC Participants in such Purchaser Group or if such other Related Committed Purchasers or related LC Participants are also defaulting Related Committed Purchasers or related LC Participants, then such defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of such Purchase or drawing shall be funded by each other Purchaser Group ratably (based on their relative Commitment Percentages) and applied in accordance with this paragraph (g). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser or related LC Participant shall be required to make a Purchase or payment with respect to such drawing pursuant to this paragraph (g) for an amount which would cause the aggregate Capital of such Related Committed Purchaser or Adjusted Pro Rata Share of the face amount of any outstanding Letter of Credit of such related LC Participant (after giving effect to such Purchase or payment with respect to such drawing) to exceed its Commitment. For the avoidance of doubt, this Section 1.2(g) shall apply at all times prior to the Facility Termination Date, including prior to the Non-Pro Rata Funding Termination Date.

Making Purchases. (a) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase DateDate (provided, and however, that in the case of the first purchase hereunder, such notice may be received on the date hereof), which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day), (B) the aggregate amount requested to be paid to the Seller (such aggregate amount, which shall not be less than $2,000,000 (or up to the then remaining availability hereunder, if less than $2,000,000 at the time of such request), being the aggregate of the Investments of each Purchaser, relating to the undivided percentage ownership interest then being purchased) (which amount shall be ratably allocated among the Purchaser Groups, based on the Group Commitments for such Purchaser Groups on such day) and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting Investment. If the Purchase is requested from a Conduit Purchaser and such purchaseConduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall, subject to the terms and conditions hereof, transfer to the account of the Seller described in Section 1.2(b) below (the “Disbursement Account”), an amount equal to the amount requested by the Seller to be funded by such Purchaser on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the amount requested by the Seller to be funded by such Purchaser (and, in the case of each Related Committed Purchaser, based on its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) into the Disbursement Account by no later than 1:00 p.m. (New York time) on the Purchase Date. (b) On the date of each purchase requested by Purchase, each Purchaser (or the Seller pursuant to Section 1.2(arelated Purchaser Agent on its behalf), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, shall make available to the Seller in same day funds, at the Purchase Account (or such other PNC Bank, National Association, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 5603533095, ABA ▇▇▇▇▇▇▇▇▇, an amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s CapitalInvestment) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingExcept with respect to the increases in Commitments contemplated by Section 1.11, the Seller may, with the written consent of the Administrator and each Purchaser, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, that the Commitment of any Purchaser may requestonly be increased with the consent of such Purchaser, such consent to be in such Purchaser’s sole and absolute discretion. Each new Purchaser (or Purchaser Group) and each Purchaser increasing its Commitment shall become a written notice given party hereto or increase its Commitment, as the case may be, by executing and delivering to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and an Assumption Agreement in the Servicer form of Annex D hereto (which Assumption Agreement shall, in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller case of any Purchasers’ election regarding new Purchaser or Purchasers be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser’s Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time) at least two Business Days before ), on the requested proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether the respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make a proposed purchase, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks of such Purchaser concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by each such Purchaser’s or Bank’s ratable share (based on the applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool Receivables. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool Receivables, (iii) all Collections with respect to Bank less such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) outstanding and unpaid Capital of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)its related Purchaser. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required to be funded for any Funded Purchase or such drawingpurchase pursuant to clause (b) of this Section 1.02.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) by any of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Investors or the Banks shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before Days’ notice from the requested Purchase Date, Seller to the Program Agent and which each Investor Agent; provided that no more than 2 purchases shall be made in any one calendar month (and during such period that the Collection Agent is required to deliver a Weekly Report pursuant to Section 6.02(g)(ii) or a Daily Report pursuant to Section 6.02(g)(iii) an additional 2 purchases may be made in any one calendar month). Each such notice of a purchase shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and 5,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating proportional to the undivided percentage ownership interest then being purchased with respect to Investor Purchase Limit of each Purchaser Group), and (Biii) the date of such purchase (which shall be a Business Day) and (C) ). Each Investor shall promptly notify the pro forma calculation Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the Purchased Interest after giving effect terms specified by the Seller are acceptable to the increase in Investors. If, on the Aggregate Capital resulting from date any Investor Agent receives any notice of purchase (and provided that such notice is received by 2:00 p.m. (New York City time) on a Business Day), such Investor Agent is aware that the Investor for which such Investor Agent is acting as Investor Agent will not make such purchase, such Investor Agent will notify the Seller, the Program Agent and each other Investor Agent thereof by the end of such day (which notice may be by telephone). If any Investor has determined not to make the entire amount of a purchase requested to be made by it, the Investor Agent for such Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopier or e-mail, specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital not funded by such Investor), and each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment). (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed PurchaserInvestors and/or Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIthis Article II and Article III, make available to the Program Agent, in same day funds at the Program Agent’s Account, and Program Agent shall, on such date and upon receipt of such amounts from the Investors and/or Banks, as the case may be, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated set forth in writing by the Seller to the Administrator and each Purchaser Agent)Funds Transfer Letter, an aggregate amount equal to the portion initial Capital of such Receivable Interest; provided, however, if such purchase is being made by the applicable Banks following the designation by the Investor Agent for an Investor of a Termination Date for a Receivable Interest owned by such Investor pursuant to clause (i)(a) of the definition of Termination Date and any Capital relating of such Receivable Interest is outstanding on such date of purchase, the Seller hereby directs the applicable Banks to pay the proceeds of such purchase (to the undivided percentage ownership interest then being purchased by extent of the outstanding Capital and accrued Yield on such PurchaserReceivable Interest of such Investor) to the relevant Investor Agent’s Account, for application to the reduction of the outstanding Capital and accrued Yield on such Receivable Interest of such Investor. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Program Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyforegoing, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivablesnone of CAFCO, Enterprise or JSST shall make purchases under this Section 2.02 at any time in an amount which would exceed the Investor Purchase Limit of such Investor’s Group and (ii) all Related Security with respect a Bank shall not be obligated to make purchases under this Section 2.02 at any time in an amount which would exceed such Pool Receivables, Bank’s Bank Commitment less the sum of (iii) all Collections with respect to such Pool Receivables, (ivA) the Lock-Box Accounts aggregate outstanding and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing unpaid amount of any purchases made by such Lock-Box Accounts and amounts on deposit therein, Bank under such Bank’s Asset Purchase Agreement plus (vB) all rights (but none such Bank’s ratable share of the obligations) aggregate outstanding portion of Capital held by the Investor in such Bank’s Group (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), after giving effect to reductions of the Seller under Capital held by the Purchase and Sale Agreement and Investor in such Bank’s Group to be made on the date of such purchase (vi) all whether from the distribution of Collections or from the proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”of purchases by such Bank). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any purchase. (e) Interests in all of the Originator Receivables originated by the Trane Residential Systems Division of Trane U.S. in existence immediately prior to the effectiveness of this Agreement (and all Related Committed Purchaser Security with respect to such Originator Receivables) have heretofore been sold by Trane U.S. to ASI Receivables Funding LLC pursuant to the Original PCA and by ASI Receivables Funding LLC to CAFCO pursuant to the Original RIPA. The Seller hereby agrees that it will cause any Adverse Claim or LC Participant other interests granted in favor of ASI Receivables Funding LLC, CAFCO, or CNAI, as agent under the Original RIPA, to be released on the date hereof. (f) The failure of any Group to deposit its ratable portion of any purchase pursuant to this Section 2.01 in accordance with the Investor Purchase Limit of its Group into the Program Agent’s account on the date of such purchase shall not relieve any other Group of its obligations hereunder to make payment fund its ratable portion of any purchase pursuant to this Section 2.01 in accordance with the Investor Purchase Limit of its Group on such date. Unless Program Agent shall have been notified in writing by any Investor Agent at least two Business Days preceding the purchase date for any Funded purchase pursuant to this Section 2.01 that the Investors and Banks in such Investor Agent’s Group do not intend to fund such Group’s ratable portion of any purchase pursuant to this Section 2.01 in accordance with the Investor Purchase Limit of such Group, the Program Agent may assume that the Investors and/or Banks in such Group have funded their ratable portion of any purchase pursuant to this Section 2.01 in accordance with the Investor Purchase Limit of such Group and are depositing such sums into the Program Agent’s Account on the purchase date. The Program Agent in its discretion may, but shall not be obligated to, disburse a corresponding amount to the Seller on such date together with the proceeds funded by the other Groups. If the Program Agent disburses the amounts for any purchase but any Group fails to fund its ratable portion of any purchase pursuant to this Section 2.01 in accordance with the Investor Purchase Limit of its Group on or prior to the purchase date therefor, the Investor Agent for such drawingGroup shall pay to the Program Agent on demand such corresponding amount, together with interest thereon, for each day from the date such amount is disbursed to the Seller until the date such amount is paid or repaid to the Program Agent, at the Eurodollar Rate. If the Program Agent so requests, the Seller shall return to the Program Agent such corresponding amount pursuant to documentation reasonably acceptable to the Seller and the Program Agent.

Making Purchases. (a) The Each incremental purchase by the Investors or the Banks shall be made on at least three (3) Business Days' notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Agent; provided that no more than five (5) purchases shall be made in cash on any day upon the Seller’s irrevocable written one calendar month. Each such notice of an incremental purchase shall be in the form of attached hereto as Annex B (each, a “Purchase Notice”) delivered to the Administrator G and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, amount of the incremental purchase (which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being referred to herein as the Capital relating to initial "Capital" of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), and (Bii) the date of such incremental purchase (which shall be a Business Day) and (C) ). The Agent shall promptly thereafter notify the pro forma calculation Seller whether any or all of the Purchased Investors have determined to make such purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Investors. If an Investor has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier or other electronic means specifying the date of such purchase, each Bank's Percentage multiplied by the Capital of the Receivable Interest after giving effect being purchased, whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three (3) Business Days prior to the increase in purchase date) or the Aggregate Capital resulting from Alternate Base Rate, and the duration of the Fixed Period for such purchaseReceivable Interest (which shall be one day if the Seller has not selected another period). (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser Investors or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s Servicer's irrevocable written notice notice, substantially in the form of Annex B Exhibit VIII hereto (each, a “"Purchase Notice”) "), delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 4.2 (which notice Purchase Notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City not later than 9:00 a.m., Los Angeles time) at least two on the second Business Days before Day prior to the requested related Purchase Date. Each Purchase Notice shall specify, and which notice shall specify with respect to each Seller, (A) the amount requested aggregate outstanding principal balances of such Seller's Eligible Receivables with respect to be paid which such Seller proposes to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the sell an undivided percentage ownership interest then being purchased with respect to each the Purchaser Group), and (B) the proposed date of such purchase (which shall must be a Business Day) and on which each Seller proposes to sell to the Purchaser such undivided percentage ownership interest (Ceach such date, a "Purchase Date"). No day shall be selected as a Purchase Date if the related Due Date would occur after the Facility Termination Date. Not later than 9:00 a.m. (Los Angeles time) on the pro forma Business Day following its receipt of each Purchase Notice, the Purchaser shall send to the Servicer a notice setting forth a calculation of the Purchased Interest after giving effect relating to each Seller, including a description of (i) the amount to be paid by the Purchaser with respect to such Purchased Interest to the increase Servicer on the related Purchase Date for the account of the applicable Seller (such amount with respect to such Purchased Interest being referred to as the "Purchaser's Investment") and (ii) the aggregate Yield to accrue with respect to such Purchased Interest for the actual number of days in the Aggregate Capital resulting from Yield Period commencing on the applicable Purchase Date (such purchaseaggregate Yield with respect to such Purchased Interest being referred to as the "Yield Reserve"), it being understood and agreed that the calculation of the Yield Reserve shall not limit the effect of the proviso to the definition of Yield in Exhibit I or the effect of Exhibit VII. The Purchaser shall calculate the Purchaser's Investment with respect to a Purchased Interest as an amount which, when added to the related Yield Reserve, is as close is as reasonably practicable to (but not in excess of) the aggregate outstanding principal balance of the related Eligible Receivables set forth in the related Purchase Notice; it being understood and agreed that the aggregate outstanding Purchaser's Investments shall not exceed the Purchaser's Investment Limit and that this sentence shall not limit any other provision of this Agreement (including Exhibit VII). Each Seller shall send to the Purchaser for receipt by the Purchaser not later than the Business Day prior to the related Purchase Date, a list of such Seller's Receivables the outstanding principal balances of which were reflected in the related Purchase Notice (such Receivables being referred to as the "Listed Receivables"), which list shall identify the invoice number, outstanding principal balance and maturity date of each such Receivable (in each case as of the date of the related Purchase Notice). (b) On each Purchase Date, the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available pay to the Seller Servicer, for the account of the related Seller, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital Purchaser's Investment relating to the undivided percentage ownership interest then being purchased from such Seller, by remitting such funds to Bank of America National Trust and Savings Association, ABA No. ▇▇▇▇▇▇▇▇▇, Account No. 1233112850, reference "Mattel Sales Receivables", or to such other account as the Sellers may designate in writing to the Purchaser. (c) Effective on the date of On each Purchase pursuant to this AgreementDate, effective upon the payment contemplated by Section 1.2(b) (and without the necessity of any formal or other instrument of assignment or other further action), each Seller hereby severally sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Purchaser an undivided percentage ownership interest in: in (i) each Pool Listed Receivable then existingof such Seller, (ii) all Related Security with respect to such Pool Receivables and Receivables, (iii) all Collections with respect toto such Receivables (including Collections received on and after the date on which the related Purchase Notice is sent to the Purchaser and prior to the related Purchase Date), and other (iv) all proceeds of, such Pool Receivables and Related Securityall amounts received or receivable under any or all of, the foregoing. (d) To secure all of the Seller’s obligations (monetary or otherwise) of each Seller Party under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, the “Obligations”), the each Seller hereby severally grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the such Seller’s 's right, title and interest (including any undivided interest of the such Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool ReceivablesListed Receivables of such Seller, (iiB) all Related Security with respect to such Pool Receivables, (iiiC) all Collections with respect to such Pool Receivables, Receivables (iv) including Collections received on and after the Lock-Box Accounts date that the related Purchase Notice is sent to the Purchaser and all amounts on deposit thereinprior to the related Purchase Date), and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viD) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersPurchaser, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request shall notify the Purchaser in writing, with a purchase (but not reinvestment) of undivided percentage ownership interests with regard copy to the Purchased Interest hereunder Administrative Agent, of its desire to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered sell Eligible Receivables to the Administrator and each Purchaser Agent in accordance with Section 5.2pursuant to the terms of this Agreement, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to Purchase Price of such Eligible Receivables (which, in the Seller (such amountaggregate, which shall not be less than $5,000,000 500,000) and (ii) the proposed date of such Purchase (which shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), not less than three (B3) Business Days after the date of such purchase (which notice of Purchase hereunder and shall be a Business Day) , PROVIDED, that the Seller may only make one request for a Purchase in any calendar week and (C) shall have attached thereto a schedule indicating the pro forma calculation Contract number of each Contract relating to such Receivables). The Seller shall indemnify the Purchaser against any loss or expense incurred by the Purchaser as a result of any failure by the Seller to accept the Purchase Price by reason of the Purchased Interest after giving effect liquidation or reemployment of funds acquired or requested by the Purchaser to the increase in the Aggregate Capital resulting from fund such purchaserequested amount. (b) On the date of each purchase requested by Purchase, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IISECTION 3.01 and SECTION 3.02, make available to the Seller in same day funds, at the Purchase Account (or such other Seller's account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)with _______________, ABA Number _____________, account number _______________, an amount equal to the portion Purchase Price of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchased Receivables. (c) Effective on The Seller shall deliver to the Custodian no later than 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of each Purchase pursuant to this AgreementPurchase, the Seller hereby sells and assigns Contract File pertaining to each Receivable to be sold to the Administrator for Purchaser, in accordance with the benefit terms and conditions of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related SecurityCustodial Agreement. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two one (1) Business Days Day before the requested Purchase Date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each Purchaser Group (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator) and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from Capital. Following receipt of a Purchase Notice, each Purchaser Agent will determine whether the Conduit Purchasers in its Purchase Group agree to make the purchase of the Purchaser Group’s Ratable Share of such purchasePurchase. If the Conduit Purchasers in any Purchaser Group declines to make a proposed Purchase, the Purchaser Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Purchase Notice. In the absence of such a cancellation, the applicable Purchaser Group’s Ratable Share of the requested Purchase will be made by the Related Committed Purchasers in such Purchaser Group ratably based on their Ratable Shares. The Committed Purchasers in a Purchaser Group will not fund any portion of a Purchase unless the Conduit Purchasers in its Purchase Group have declined to fund such portion. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Administration Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being purchased funded by such Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythe Purchased Interest. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller describing as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, in the event that no such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.15 upon such draw or through the distribution of such LC Participant’s Pro Rata Share of the amount on deposit in the LC Collateral Account, each LC Participant shall, automatically and without further action of any kind have irrevocably been deemed to have made a Funded Purchase hereunder in an amount equal to such LC Participant’s Pro Rata Share of such unreimbursed draw and the failure to reimburse pursuant to Section 1.15 shall not result in a Termination Event hereunder. If the LC Bank pays a drawing under a Letter of Credit that is not reimbursed by the Seller on the applicable Drawing Date or Unmatured through the distribution of the LC Bank’s Pro Rata Share of the amount on deposit in the LC Collateral Account, the LC Bank shall be deemed to have made a Funded Purchase in an amount equal to its Pro Rata Share of such unreimbursed draw. All such Funded Purchases shall accrue Discount from the date of such draw and such deemed Funded Purchase shall not result in a Termination Event exists and hereunder. In the event that any Letter of Credit expires or is continuingsurrendered without being drawn (in whole or in part) then, in such event, the foregoing commitment to make Funded Purchases shall expire with respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by the face amount of the Letter of Credit which is no longer outstanding. (f) The Seller may requestmay, in a with the written notice given to consent of the Administrator and each Purchaser AgentAgent (and, in the case of a new related LC Participant, the LC Bank) (in each case, such consent not less than 30 days and not more than 90 days prior to each anniversary be unreasonably withheld, delayed or conditioned), add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or with the written consent of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer applicable Purchaser Agent cause an existing Related Committed Purchaser or related LC Participant to increase its Commitment in writing (it being understood that connection with a corresponding increase in the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determinationPurchase Limit; provided, that the failure Commitment of any Related Committed Purchaser or related LC Participant may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser, Related Committed Purchaser or related LC Participant (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator to affirmatively notify and the Seller Seller, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement shall, in the case of any Purchasers’ election regarding new Purchaser Group, be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fg) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make any Purchase hereunder or a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, (i) (A) the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of the related Purchase (based on their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser)) or (B) the non-defaulting related LC Participants in such defaulting related LC Participant’s Purchaser Group shall fund the defaulting related LC Participant’s Pro Rata Share of the related drawing (based on their relative Pro Rata Shares (determined without regard to the Pro Rata Share of the defaulting related LC Participant)); and (ii) (A) if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase shall be funded by each other Purchaser Group ratably (based on their relative Purchaser Group Ratable Shares) and applied in accordance with this paragraph (g) or (B) if there are no other related LC Participants in such Purchaser Group or if such other related LC Participants are also defaulting related LC Participants, then such defaulting related LC Participant’s Pro Rata Share of such drawing shall be funded by each other Purchaser Group ratably (based on their relative Pro Rata Shares) and applied in accordance with this paragraph (g). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser or related LC Participant shall be required to make a Purchase or payment with respect to such drawing pursuant to this paragraph (g) for an amount which would cause the aggregate Capital of such Related Committed Purchaser or Pro Rata Share of the face amount of any outstanding Letter of Credit of such related LC Participant (after giving effect to such Purchase or payment with respect to such drawing) to exceed its Commitment.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two three Business Days before the requested Purchase DateDate (provided, and however, that in the case of the first purchase hereunder, such notice may be received on the date hereof), which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof2,000,000, with respect to each Purchaser Group, being the Capital aggregate of the Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and ), (C) the amount requested from each Purchaser (which amount requested of each Purchaser may or may not be ratable among such Purchasers, as determined in the discretion of the Seller) and (D) a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting Investment. If the Purchase is requested from a Conduit Purchaser and such purchaseConduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall, subject to the terms and conditions hereof, transfer to the account of the Seller described in Section 1.2(b) below (the "Disbursement Account"), an amount equal to the amount requested by the Seller to be funded by such Purchaser on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the amount requested by the Seller to be funded by such Purchaser (and, in the case of each Related Committed Purchaser, based on its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Disbursement Account by no later than 1:00 p.m. (New York time) on the Purchase Date. (b) On the date of each purchase requested by Purchase, each Purchaser (or the Seller pursuant to Section 1.2(arelated Purchaser Agent on its behalf), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, shall make available to the Seller in same day funds, at the Purchase Account (or such other PNC Bank, National Association, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 1006970651, ABA ▇▇▇▇▇▇▇▇▇, an amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital's Investment) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes Administrator, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided The Seller may, with the written consent of the Administrator and each Purchaser, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, that no Termination Event the Commitment of any Purchaser may only be increased with the consent of such Purchaser. Each new Purchaser (or Unmatured Termination Event exists Purchaser Group) and is continuingeach Purchaser increasing its Commitment shall become a party hereto or increase its Commitment, as the Seller case may requestbe, in a written notice given by executing and delivering to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and an Assumption Agreement in the Servicer form of Annex C hereto (which Assumption Agreement shall, in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller case of any Purchasers’ election regarding new Purchaser or Purchasers be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser's Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and LC Participant’s obligations 's obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser's Purchaser Group shall purchase the defaulting Related Committed Purchaser's Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser's Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser's Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such drawingother Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser's Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Purchaser may from time to time enquire of the Seller, or the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard notify the Purchaser, as to the Purchased Interest hereunder availability of Eligible Loans and their Related Security to be made in cash on any day upon acquired by the Seller’s Purchaser from the Seller pursuant to this Agreement. (b) Upon receiving notice or confirmation, as the case may be, that the Seller has Eligible Loans and their Related Security available for sale, the Seller may from time to time deliver an irrevocable written notice in the form of Annex B Schedule 2.2(a) (each, a “Loan Purchase Notice”) to the Purchaser in accordance with Section 9.4 (other than the Loan Purchase Notice in respect of the first Purchase Date, each such Loan Purchase Notice must be received by the Purchaser prior to 11:00 a.m. (Toronto time) at least three (3) Business Days prior to the related Purchase Date or, in the case of the initial Purchase Date, prior to 11:00 a.m. (Toronto time) on such date). The Loan Purchase Notice for the first Purchase Date shall be delivered on the Purchase Date. (c) Each Loan Purchase Notice for a purchase of Eligible Loans shall: (i) specify the date (each, a “Purchase NoticeDate”) delivered on which the purchase and sale of the Eligible Loans and their Related Security identified in such Loan Purchase Notice is to take place and the Cut-Off Date for such purchase, provided that such Purchase Date (other than the first Purchase Date for which the Purchase Date shall be November 5, 2007) must be a Guarantor LP Payment Date; (ii) specify the Aggregate Purchase Price to be paid by the Purchaser to the Administrator Seller on the Purchase Date for the Eligible Loans identified in such Loan Purchase Notice; (iii) contain a listing of the Eligible Loans to be purchased on the Purchase Date including: (A) for each Eligible Loan subject to such Loan Purchase Notice: (1) the Seller’s identification number for such Eligible Loan; (2) the name of the Borrower in respect of such Eligible Loan; (3) the municipal street address, city, province and postal code of the related mortgaged property; (4) the insurer account number in respect any insured Eligible Loan, if applicable; (5) aggregate amount advanced in respect of the Loan; (6) the rate of interest chargeable on each Purchaser Agent such Eligible Loan as of the related Cut-Off Date; (7) if applicable, the date(s) on which adjustments in accordance with Section 5.2, which notice must interest are to take place or may be received effected by the Administrator lender pursuant to the Mortgage Terms in respect of the Loan; (8) the date on which the last payment is due in respect of such Eligible Loan; (9) the remaining amortization period in respect of such Eligible Loan; and (10) the Current Balance (excluding Capitalized Interest and Capitalized Arrears) of such Eligible Loan as of the related Cut-Off Date. (B) for all Eligible Loans subject to such Loan Purchase Notice, on an aggregate basis: (1) the highest and lowest interest rates chargeable on all of the Eligible Loans included in such Loan Purchase Notice; (2) the weighted average amortization period for such Eligible Loans (in months); (3) the current index, prime or other reference rate(s) applicable to such Eligible Loans as at the Cut-Off Date; (4) the number of Eligible Loans identified in the Loan Purchase Notice; and (5) the aggregate Current Balance as of the related Cut-Off Date of such Eligible Loans. (d) If the Purchaser agrees to the terms and conditions set out in the Loan Purchase Notice it shall signify its acceptance thereof by executing and returning such Loan Purchase Notice to the Seller on the same day as the day of receipt thereof. (e) If the Purchaser fails to accept such Loan Purchase Notice within such period it shall be deemed to have declined to complete the proposed purchase on the terms and conditions set out in such Loan Purchase Notice and this Agreement. (f) Upon its acceptance of a Loan Purchase Notice, there shall exist a binding agreement between the Seller and the Purchaser for the purchase by the Purchaser from the Seller of the Eligible Loans listed in the relevant Loan Purchase Notice upon the terms and conditions of this Agreement including, without limitation, satisfaction of the conditions precedent in Section 3.1, in the case of the initial purchase, and Section 3.2, in the case of the initial purchase and all subsequent purchases. (g) On each Purchaser Agent by 1:00 p.m. Purchase Date specified in a Loan Purchase Notice, with respect to the Eligible Loans and their Related Security specified in such Loan Purchase Notice, together with all Collections (New York City timecollectively the “Purchased Assets”) at least two Business Days before from the requested Cut-Off Date to the relevant Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle 3, make available pay to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased Aggregate Purchase Price by depositing such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of amount into the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyAccount or, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), if the Seller hereby grants so elects in writing to the Administrator (for Purchaser on or before the benefit of the Administrator, the Purchasersapplicable Purchase Date, the Purchaser Agents and their respective permitted assigns) a security interest in all of shall credit the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Capital Account Ledger with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to all of (or the Commitment(s) portion of the Exiting Purchaser(s). (fAggregate Purchase Price not paid in cash) Each Related Committed Purchaser’s the Aggregate Purchase Price. Upon such payment and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser deposit or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereundercredit, as the case may be, all of the Seller’s beneficial ownership of such Purchased Assets subject to the related Loan Purchase Notice shall not relieve any other be sold, assigned and transferred to the Purchaser on a fully serviced basis effective as of the related Purchase Cut-Off Date and the Seller will execute and deliver the Seller Assignment. (h) On each Purchase Date, the Seller shall provide to the Purchaser (prior to a downgrade of the ratings of the Cash Manager below the Cash Management Deposit Ratings deliver to the Cash Manager and following a downgrade of the ratings of the Cash Manager below the Cash Management Deposit Ratings deposit in the GIC Account) in respect of the Purchased Loans and their Related Committed Security acquired by the Purchaser or LC Participant on such date an amount equal to the aggregate Collections received by the Seller after the applicable Cut-Off Date and prior to such Purchase Date in respect of its obligations hereunder to make payment for any Funded Purchase or such drawingPurchased Loans and their Related Security.

Making Purchases. (a) The Each incremental purchase by the Banks shall be made on at least three (3) Business Days’ notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Agent; provided that no more than five (5) purchases shall be made in cash on any day upon the Seller’s irrevocable written one calendar month. Each such notice of an incremental purchase shall be in the form of attached hereto as Annex B (each, a “Purchase Notice”) delivered to the Administrator G and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, amount of the incremental purchase (which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being referred to herein as the Capital relating to initial “Capital” of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), and (Bii) the date of such incremental purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase). (b) On the date of each such purchase requested by of a Receivable Interest, the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Banks shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion initial Capital of Capital relating to such Receivable Interest, at the undivided percentage ownership interest then being purchased by such PurchaserSeller’s Account. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyBanks, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and the other Transaction Documents to Section 2.02 at any time in an amount which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by would exceed an amount equal to the Commitment(s(i) such Bank’s Bank Commitment, less (ii) such Bank’s ratable share of the Exiting Purchaser(sAggregate Capital of the Receivable Interests held by the Banks (after giving effect to any reductions of the Aggregate Capital of the Receivable Interests from the distribution of Collections). (f) . Each Related Committed PurchaserBank’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, but no Bank shall be responsible for the failure of any Funded Purchase or such drawingother Bank to make funds available in connection with any purchase.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice (a "Purchase Notice") in the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 and anything in excess of $300,000 shall be in an integral multiples multiple of $1,000,000 in excess thereof100,000), being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)purchased, (B) the date of such purchase (which shall be a Business Day) and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. The funding basis for each such purchase shall be the CP Rate or, if the Issuer has exercised its discretion not to fund or maintain such purchase through the issuance of Notes because such purchase with the issuance of Notes would be economically inadvisable to the Issuer, the Administrator, the Seller or any other similarly situated Person, or otherwise not permitted or available, the Yield Rate selected at such time by the Administrator. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1013639238, ABA 043 000 096 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), Administrator) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserfunded. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator Issuer (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted its assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreements, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to by CAFCO or the Purchased Interest hereunder to Banks shall be made in cash on any day upon the Seller’s irrevocable written at least three Business Days’ notice in the form of Annex B (each, a “Purchase Notice”) delivered Drawdown Notice from the Seller to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice Agent. Each such Drawdown Notice of a purchase shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof2,000,000, being referred to herein as the Capital relating to initial “Capital” of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Group), purchased) and (Bii) the date of such purchase (which shall be a Business Day) and (C) ). The Agent shall promptly thereafter notify the pro forma calculation Seller whether CAFCO has determined to make a purchase and, if so, whether all of the Purchased terms specified by the Seller are acceptable to CAFCO. If CAFCO has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest after giving effect being purchased, whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the increase purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest; provided, however, that during the Term Period for any Bank, such Bank shall, on the date of such purchase, instruct the Agent to make available to the Seller at the account set forth in the Aggregate Drawdown Notice such Bank’s ratable share of the amount of Capital resulting from of the Receivable Interest being acquired by such purchaseBank out of the funds available therefor in the Collateral Advance Account. (b1) On the date of each such purchase requested by of a Receivable Interest, CAFCO or the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed PurchaserBanks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion initial Capital of such Receivable Interest, at the account set forth in the Drawdown Notice for such purchase; provided, however, if such purchase is being made by the Banks following the designation by the Agent of a Termination Date for a Receivable Interest owned by an Investor pursuant to clause (i)(a) of the definition of Termination Date and any Capital relating of such Receivable Interest is outstanding on such date of purchase, the Seller hereby directs the Banks to pay the proceeds of such purchase (to the undivided percentage ownership interest then extent of the outstanding Capital and accrued Yield on such Receivable Interest of the Investor) to the Agent’s Account, for application to the reduction of the outstanding Capital and accrued Yield on such Receivable Interest of the Investor; provided, further, however, that during the Term Period for any Bank, after receipt by the Agent of the instruction from such Bank referred to in the proviso to the last sentence of Section 2.02(a) and upon fulfillment of the applicable conditions set forth in Article III, the Agent shall make available to the Seller at the account set forth in the Drawdown Notice such Bank’s ratable share of such purchase, solely out of the funds available therefor in the Collateral Advance Account, and upon such deposit such Bank will be deemed to have paid to the Seller such Bank’s ratable share of such Bank’s amount of the Capital of the Receivable Interest being purchased by such Purchaseracquired for all purposes of this Agreement. (c2) Effective on the date of each Purchase purchase pursuant to this AgreementSection 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythereto. (d3) To secure all In addition to the transfer of ownership to Receivable Interests stipulated above, the Seller, subject to the satisfaction of the Seller’s obligations conditions precedent set out in this Agreement, hereby assigns by way of a German law assignment (monetary or otherwiseAbtretung) under this Agreement and within the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent meaning of Section 398 German Civil Code (collectively, the “Obligations”), the Seller hereby grants Bürgerliches Gesetzbuch) to the Administrator (Agent for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest CAFCO Receivable Interests in all of the Seller’s right, title and interest Receivables (including any undivided interest of the Seller) in, to and under all of the following, whether now existing or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of acquired by the Seller under pursuant to the Originator Purchase and Sale Agreement and owed by an Obligor located in Germany (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool AssetsGerman Obligor Receivables”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all Agent accepts such assignment. The assignment of the debtor’s personal property or assets” or words to that effectReceivable Interests shall include all ancillary rights, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect priority rights as well as all other rights attached to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC.German Obligor Receivables (e4) Provided that no Termination Event or Unmatured Termination Event exists and is continuingNotwithstanding the foregoing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, (i) CAFCO shall not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations make purchases under this Agreement and Section 2.02 during the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described Term Period for any Bank in the foregoing sentence, then an amount which would exceed the Purchase Limit minus the aggregate Bank Commitments of the Term-Out Banks, and (ii) a Bank shall not be reduced by obligated to make purchases under this Section 2.02 at any time in an amount equal to the Commitment(s) which would exceed such Bank’s Bank Commitment less such Bank’s ratable share of the Exiting Purchaser(saggregate outstanding Capital held by CAFCO (whether or not any portion thereof has been assigned under the Asset Purchase Agreement). , after giving effect to any reductions of the Capital held by CAFCO to be made on the date of such purchase (f) whether from the distribution of Collections or from the proceeds of purchases by the Banks). Each Related Committed PurchaserBank’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and no Bank shall be responsible for the failure of any Funded Purchase or such drawingother Bank to make funds available in connection with any purchase.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other PNC Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 5604147997, an ABA # 0311▇▇▇▇▇, ▇▇ amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all books and records of each Receivable, and all Transaction Documents to which the Seller is a party, together with all rights (but none of the not obligations) of the Seller under the Purchase and Sale Agreement and Seller, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time) at least two Business Days before ), on the requested proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by BOA, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether thesuch respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, and, except with respect to any purchase being made by BOA, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by each such Purchaser’s or Bank’s ratable share (based on the applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool Receivables. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool ReceivablesBank less, (iii) all Collections with respect to in the event such Pool ReceivablesBank has any related Purchasers, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) outstanding and unpaid Capital of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)itssuch related PurchaserPurchasers. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required to be funded for any Funded Purchase or such drawingpurchase pursuant to clause (b) of this Section 1.02.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestment under Section 1.4(c)) of undivided percentage ownership interests with regard to the Purchased Interest any Participation of any Purchaser hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B A (each, a “Purchase Notice”) delivered to the Administrator Agent and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each such Purchaser Agent by 1:00 p.m. (New York City Agents prior to 2:00 p.m., Chicago time) at least two on the Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day immediately preceding the date of such proposed purchase. Each such notice of any such proposed purchase shall specify the desired amount and date of such purchase. Notwithstanding the foregoing, any Purchaser may, in its sole discretion by written notice to the Seller, Servicer and Agent by 5:00 p.m. on the date of receipt of a Purchase Notice, elect to fund any requested purchase (which but not reinvestment under Section 1.4(c)) no later than the [*] day following the requested purchase date (the “Deferred Purchase Date”), rather than on the requested purchase date. Upon receipt of any such notice, the Agent shall forward a copy thereof promptly to all Purchaser Agents. In the event that a Purchaser so elects to defer funding a purchase, subject to the adjustment of the purchase amount payable as described in clause (i) below, the Purchaser shall be obligated to fund such purchase no later than such Deferred Purchase Date so long as all applicable conditions to such purchase pursuant to Exhibit II were satisfied on the related requested purchase date (regardless of whether such conditions to funding are not satisfied thereafter or on the Deferred Purchase Date). A Purchaser which has elected a Deferred Purchase Date and which has not yet funded such purchase in full or otherwise had such unfulfilled purchase reduced to zero pursuant to clause (i) below (a “Deferring Purchaser”) may (in its sole discretion) fund such purchase on any Business DayDay prior to such Deferred Purchase Date. Subject to the adjustment of the purchase amount payable as described in clause (i) below, the Seller shall be obligated to accept the proceeds of any such purchase on the date funded by the applicable Deferring Purchaser in accordance with this paragraph). No non-Deferring Purchaser shall be obligated to fund any amounts required to be funded by a Deferring Purchaser. In addition, if there is a Deferring Purchaser: (i) all repayments of Investment shall be made on a pro rata basis across all Purchasers (based on each such Purchaser’s Investment (including, for purposes of this calculation, any deferred purchase amounts which such Purchaser is still obligated to fund prior to the applicable Deferred Purchase Date(s)) as a percentage of the aggregate Investment for all Purchasers (including the aggregate of all outstanding deferred purchase amounts); provided, that amounts allocated to any Deferring Purchaser shall first be applied 722297046 96333265 I\14053553.1 to reduce any applicable unfulfilled purchase amounts of that Deferring Purchaser (starting with the most recently deferred purchase) without the payment of cash and then, after all such Deferring Purchaser’s unfulfilled purchase amounts have been reduced to zero, applied to reduce such Deferring Purchaser’s Investment through the payment of cash; and (Cii) the future purchase requests and reports shall be calculated on a pro forma basis including the unfulfilled purchase of any Deferring Purchasers (e.g., the calculation of the Purchased Interest after giving effect to Participation shall include such unfulfilled purchases). For the increase avoidance of doubt, no unfulfilled purchase shall accrue Discount or be included in the Aggregate Capital resulting from such purchasecalculation of fees hereunder until funded. (b) On the date of each purchase requested by (but not reinvestment under Section 1.4(c)) of undivided ownership interests with regard to the Seller pursuant Participation of any Purchaser, each Purchaser shall, subject to Section 1.2(aSections 1.1(a), each applicable Conduit Purchaser or Related Committed Purchaser, as 1.2(a) and the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller its Purchaser Agent, in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to its pro rata share (based on the Maximum Commitment of such Purchaser as a percentage of the Maximum Amount) of the amount of such purchase. Upon receipt of such funds, each such Purchaser Agent shall make such funds immediately available to the Seller pursuant to the wire instructions provided on the Purchase Notice. Notwithstanding the foregoing, with respect to any Purchaser Group, each Note Issuer in such Purchaser Group may, in its sole discretion, make available to its Purchaser Agent all or a portion of Capital relating the pro rata share of such purchase allocated to such Note Issuer’s Purchaser Group. If a Note Issuer elects not to fund its Purchaser Group’s portion in full, such Note Issuer’s related Purchasers with Maximum Commitments shall, subject to Sections 1.1(a), 1.2(a) and the undivided percentage ownership interest then being purchased by satisfaction of the applicable conditions set forth in Exhibit II hereto, make available any such Purchasershortfall on such date of purchase. (c) Effective on the date of each Purchase pursuant to this Agreement, the The Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: equal to the Aggregate Participation in (i) each Pool Receivable then existingexisting and thereafter arising, (ii) Seller’s right, title and interest in, to and under all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectivelycontingent, including to secure the “Obligations”)obligation of the Servicer to apply Collections as provided in this Agreement, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorSecured Parties, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to such Pool ReceivablesReceivables and Related Security, (ivD) the Lock-Box Accounts Deposit Accounts, the Liquidation Account and all amounts on deposit therein, the Cash Reserve Account and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Deposit Accounts, the Liquidation Account and the Cash Reserve Account, all amounts on deposit therein, all investments (vincluding any investment property) made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise 722297046 96333265 I\14053553.1 distributed in respect of or in exchange for any or all of the foregoing, (E) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes Agent, for the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all benefit of the debtor’s personal property or assets” or words to that effectSecured Parties, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the Purchasersunder this Agreement, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a purchase to be funded at the Alternate Rate and based upon the Eurodollar Rate, (ii) at least two Business Days before the requested Purchase Datepurchase date, in the case of a purchase to be funded at the Alternate Rate and based upon the Base Rate, and (iii) at least two Business Days before the requested purchase date, in the case of a purchase to be funded at the CP Rate, which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation desired funding basis for such purchase (which shall be based upon the Eurodollar Rate, the Base Rate or the CP Rate). If the Seller has requested that the purchase be funded at the CP Rate, the Administrator shall promptly thereafter notify the Seller whether the Issuer has exercised its discretion not to fund such purchase with the issuance of Notes because such purchase with the Purchased Interest after giving effect issuance of Notes would be economically inadvisable to the increase Issuer, the Administrator, the Seller or any other similarly situated Person, or otherwise not permitted, in which case the Aggregate Capital resulting from such purchaseSeller shall be deemed to have requested that the purchase be funded at the Alternate Rate and based upon the Base Rate. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to the Seller in same day funds, at the Purchase Account (or such other ▇▇▇▇▇▇ Trust and Savings Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# ▇▇▇-▇▇▇-▇, ABA # ▇▇▇-▇▇▇-▇▇▇, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the AdministratorIssuer on its own behalf and as agent, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and its Sale Agreement with Falcon (including the rights of Falcon against the Originators under the other Sale Agreement), and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”"POOL ASSETS"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two three Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof2,000,000, with respect to each Purchaser Group, being the Capital aggregate of the Investments of each Purchaser within such Purchaser Group, relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting Investment. If the Purchase is requested from a Conduit Purchaser and such purchaseConduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the account of the Seller described in Section 1.2(b), below (the "Disbursement Account"), an amount equal to such Conduit Purchaser's Purchaser Group Ratable Share of such Purchase on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers for a Purchaser Group (in the case where the related Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, such Related Committed Purchasers for a Purchaser Group shall use its reasonable best efforts to transfer the applicable Purchaser Group's Ratable Share of each Purchase (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the Disbursement Account by no later than 1:00 p.m. (New York time) on the Purchase Date. (b) On the date of each purchase requested by Purchase, each Purchaser (or the Seller pursuant to Section 1.2(arelated Purchaser Agent on its behalf), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, shall make available to the Seller in same day funds, at the Purchase Account (or such other PNC Bank, National Association, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number 1006970651, an ABA 0430▇▇▇▇▇, ▇▇ amount equal to the portion proceeds of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserPurchase. (c) Effective on the date of each Purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital's Investment) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (aI) The Seller may request a purchase Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent Agent, in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 100,000, in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased each case with respect to each Purchaser Group), (B) the date of such purchase Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (ba) On the date of each purchase requested by Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1019825269 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (cb) Effective on the date of each Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for according to each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (dc) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (ed) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior add additional Persons as Purchasers (either to each anniversary of an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Closing DatePurchase Limit; provided, however, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fe) Each Related Committed Purchaser’s and LC Participant’s obligations obligation hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Seller or the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if -3- there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Each Purchase shall be made on notice from the Seller may request a purchase (but not reinvestmentto the Agent pursuant to Section 2.02(b) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Receivables Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2Sale Agreement, which notice must shall be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 11:00 a.m. (New York City time) at least two one Business Days before Day prior to the date of any such Purchase; provided, however, that if the Purchase Price requested in such notice is less than $20,000,000, such notice shall be given not later than 11:00 a.m. (New York City time) on the Business Day of the requested Purchase Date, and which Purchase. Each such notice shall specify (Ai) the amount requested desired Purchase Price to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples a minimum amount of $1,000,000 2,000,000 or an integral multiple of $100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), and (Bii) the date of such purchase desired Purchase Date (which shall be a Business Day). Upon receipt of such notice the Agent shall promptly notify each Secondary Purchaser of the Purchase requested by the Seller and each such notice to the Secondary Purchasers shall be by telephone (confirmed promptly thereafter in writing), facsimile, telex or cable, specifying the requested (A) amount of such Purchase to be paid by each Secondary Purchaser to the Seller (which amount shall be each Secondary Purchaser's Pro Rata Share of the aggregate amounts requested to be paid by all Secondary Purchasers on the day specified in such notice for such Purchase), and (CB) the pro forma calculation Business Day of the Purchased Interest after giving effect such Purchase. No Secondary Purchaser shall be responsible for any failure by any other Secondary Purchaser to the increase in the Aggregate Capital resulting from such purchase. (b) perform its obligation to make a Purchase under this Agreement. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)Purchase, each applicable Conduit Secondary Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make cause funds in the amount of its Purchase to be made available to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserSeller's Account. (cb) Effective on On the date of each Purchase, each Secondary Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, cause funds in the amount of such Secondary Purchaser's Pro Rata Share of the Purchase pursuant Price to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit at Bank of the Purchasers America, ABA: 1210▇▇▇▇▇, ▇▇neficiary: Maxtor Receivables Corporation, Account: 1233-▇-▇▇▇▇▇ (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the ▇▇e "Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s's Account"). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to Each Purchase shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before Days’ notice from the requested Purchase Date, and which Seller to each Secondary Purchaser. Each such notice shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group5,000,000), and (Bii) the date of such purchase Purchase (which shall be a Business Day) and (C) ). Any notice from the pro forma calculation Seller to a Related Purchaser to make a “Purchase” under the Primary Purchase Agreement shall be deemed to satisfy the notice provisions hereof. No Secondary Purchaser shall be responsible for any failure by any other Secondary Purchaser to perform its obligations to make a Purchase hereunder nor shall the Commitment of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from any Secondary Purchaser be increased or decreased as a result of such purchasefailure. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a)Purchase, each applicable Conduit Secondary Purchaser or shall (but only to the extent its respective Related Committed Purchaser, as Purchaser shall not have funded a Purchase under the case may be, shallPrimary Purchase Agreement), upon satisfaction of the applicable conditions set forth in Exhibit IISection 3.01 and Section 3.02, make available to the Seller in same day funds, at the Purchase Account (or such other Seller’s account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)with JPMorgan Chase Bank, OneN.A., account number 10-31343, an amount equal to the portion initial Capital of Capital relating to the undivided percentage ownership interest then being such Receivable Interest purchased by such Secondary Purchaser. Each notice given by the Seller pursuant to subsection (a) above (other than a notice given under the Primary Purchase Agreement which is deemed to be notice hereunder) shall be irrevocable and binding on the Seller and the Seller shall indemnify each Secondary Purchaser against any loss or expense incurred by such Secondary Purchaser as a result of any failure by the Seller to accept the amount requested to be paid by such Secondary Purchaser, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by such Secondary Purchaser by reason of the liquidation or reemployment of funds acquired or requested by such Secondary Purchaser to fund such requested amount. (c) Effective on Each Secondary Purchaser hereby agrees that it may, in its sole discretion, subject to the date satisfaction of each the applicable conditions set forth in Section 3.01 and Section 3.02 hereof and upon the request of such Secondary Purchaser’s Related Purchaser, acquire by assignment from such Related Purchaser any “Receivable Interest” owned and maintained by such Related Purchaser under the Primary Purchase pursuant to this Agreement, the . The Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for agrees that each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instrumentsacquisition, if any, from time shall be considered to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) be a Purchase requested by the Seller for all rights (but none purposes hereunder other than with respect to the obligation of the obligations) of Secondary Purchasers to deliver funds to the Seller under in respect of such acquisition and with respect to the requirement of three Business Days’ notice of a Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, being given by the foregoing (collectively, the “Pool Assets”)Seller. The Seller hereby authorizes acknowledges that the Administrator Secondary Purchasers may provide Liquidity Facilities to file financing statements naming such Secondary Purchaser’s Related Purchaser and nothing in this Section 2.02(c) shall preclude the Seller as debtor or seller and describing the collateral covered thereby as assignment by a Purchaser to such Secondary Purchaser under a Liquidity Facility of any such “all of the debtor’s personal property or assetsReceivable Interest” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party any borrowing under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, Liquidity Facility in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller respect of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant “Receivable Interest” in accordance with the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights terms and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s)conditions thereof. (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 1.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City before 11:00 a.m., Chicago time) at least two three Business Days before prior to the requested Purchase Datedate of purchase, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 500,000 and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in Capital. If the Aggregate Capital resulting from Agent, in its sole discretion, approves such purchase, the Agent shall promptly (but in any event, prior to 1:00 p.m. (Chicago time) on such date) notify each Purchaser of the Agent’s receipt of such notice and the amounts of the requested aggregate purchase thereunder (and each such Purchaser’s Pro Rata Share thereof). (b) On Each Purchaser shall remit its Pro Rata Share of the requested Capital to the Agent by no later than 10:00 a.m. (Chicago time) on the requested purchase date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallspecified in such notice. The Agent, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereof, shall make available to the Seller by no later than 2:00 p.m. on the requested date of any approved purchase, in same day funds, at the Purchase Account (or such other Seller’s account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)no. 5800363490 at LaSalle Bank National Association, ABA ▇▇▇▇▇▇▇▇▇, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) If the Agent has not received notice from a Purchaser that such Purchaser will not make any requested Purchase prior to such time (all such Purchasers that have not so notified the Agent, being “Participating Purchasers”), the Agent shall be entitled to assume each such Participating Purchaser’s participation in such purchase and may, but shall not be required to, remit funds on behalf of each such Participating Purchaser to fund the purchase of such undivided percentage ownership interests on such Participating Purchaser’s behalf. If and to the extent that a Participating Purchaser does not settle with the Agent as required under this Agreement (a “Defaulting Purchaser”), the Seller and the Defaulting Purchaser severally agree to repay the Agent forthwith on demand, such amount required to be paid by the Defaulting Purchaser to the Agent, together with interest thereon for each day from the date such amount is made available to the Seller until the date such amount is repaid to the Agent (x) in the case of the Defaulting Purchaser, at the rate published by the Federal Reserve Bank of New York on the next succeeding Business Day as the “Federal Funds Rate” or if no such rate is published for any Business Day, at the average rate quoted for such day for such transactions from three (3) federal funds brokers of recognized standing selected by the Agent and (y) in the case of the Seller, at the interest rate applicable at such time to the Capital; provided that (i) Seller’s obligation to repay such advance to the Agent shall not relieve such Defaulting Purchaser from its obligation to repay the Agent for its failure to settle as provided in this Agreement and (ii) in no event shall the Agent or any other Purchaser be responsible for any failure by any other Purchaser to fund its Pro Rata Share of any offered Purchased Interest hereunder. If such amounts are repaid by the Seller, the Agent shall make appropriate adjustments to the Capital and the Purchased Interest to reflect the reversal of the incremental undivided percentage ownership interests in the Purchases Interest resulting therefrom. Unless and until the Agent is reimbursed as required above, the Agent shall be deemed the owner of the undivided percentage ownership interest in the Purchased Interest associated with that portion of the Capital it advanced, the Agent shall be deemed the Purchaser of such percentage ownership interest and shall be entitled to all rights and benefits as such hereunder. (d) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator Agent, for the ratable benefit of each of the Purchasers (ratablyPurchasers, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other products and proceeds of, such Pool Receivables and Related Security. (de) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Agent, for the ratable benefit of the Administrator, itself and the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Agent shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator it hereunder and the Purchasersunder law, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which amount shall not be less than $5,000,000 200,000 (or such lesser amount as agreed to by the Administrator) and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased ) with respect to each Purchaser Group)Group in connection with such Funded Purchase, (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseFunded Purchase. (b) On the date of each purchase requested by Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account ▇▇▇▇▇ Fargo Bank, account number 4000097683, ABA# ▇▇▇▇▇▇▇▇▇ (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Purchase pursuant to this AgreementPurchase, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Purchasers’ respective outstanding Capital plus the LC Participation Amount outstanding at such time for each after giving effect to such Purchaser’s CapitalPurchase) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, Purchasers and the Purchaser Agents and their respective successors and permitted assigns) ), a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf for the benefit of itselfthe Administrator, the Purchasers, Purchasers and the Purchaser Agents and their respective successors and permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator Administrator, the Purchasers and the PurchasersPurchaser Agents, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase Funded Purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Funded Purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such drawingdefaulting Related Committed Purchaser’s shall fund the defaulting Related Committed Purchaser’s Commitment Percentage of the related Funded Purchase pro rata in proportion to their relative remaining Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Funded Purchase shall be first funded by the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Funded Purchase shall be funded by each other Purchaser Group ratably and applied in accordance with this paragraph (e)). Notwithstanding anything in this paragraph (e) to the contrary, no Related Committed Purchaser shall be required to make a Funded Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Funded Purchase) to exceed its Commitment.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (prior to noon, New York City time) (i) three Business Days prior to the requested purchase date, in the case of a purchase to be funded at least the Alternate Rate and based on the Eurodollar Rate, (ii) one Business Day prior to the requested purchase date, in the case of a purchase to be funded at the Alternate Rate and based on the Base Rate and (iii) two Business Days before prior to the requested Purchase Datepurchase date, and in the case of a purchase to be funded at the CP Rate, which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, being the Capital "Capital" relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation desired funding basis for such purchase (which shall be either the Alternate Rate or the CP Rate) and the desired duration of the Purchased Interest after giving effect initial Fixed Period(s) for such purchase. The Administrator shall promptly thereafter notify the Seller whether such terms are acceptable to the increase in Issuer and whether the Aggregate Capital resulting from Issuer is willing to make such a purchase. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant Purchased Interest hereunder, the Issuer shall, if it is willing to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallmake such purchase, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller in same day funds, at the Purchase Account (or such other Crestar Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# 201334771, ABA # ▇▇▇▇▇▇▇▇▇ an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Agent and each Purchaser Agent in accordance with Section 5.2Facility Agent, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. given not later than 11:00 A.M. (New York City time) at least two (which notice may be delivered by e-mail or telecopier) (i) on the third Business Days Day before the requested date of such Purchase Datein the case of a Receivable Interest the Capital of which will initially bear Yield based on the LIBO Rate, and (ii) on the first Business Day before the date of such Purchase in the case of a Receivable Interest the Capital of which will initially bear Yield based on the Base Rate or the Commercial Paper Rate. Each such notice of a proposed Purchase (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Exhibit I hereto, and shall specify (A) the requested aggregate amount requested to be paid to the Seller of such Purchase (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group1,000,000), (B) the date portion of the Purchase to be paid by each Ownership Group in connection with such purchase (which shall be a Business Day) Purchase, and (C) the pro forma calculation requested Business Day of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) Purchase. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Facility Agent shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller its ratable share of the aggregate amount of such Purchase by deposit of such ratable share in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller funds to the Administrator Seller’s Account. For each Ownership Group, the applicable Facility Agent shall determine whether its Conduit Purchaser agrees to purchase its Receivable Interest in the Pool Receivables by purchasing its pro rata share of the Purchase, and if the applicable Conduit Purchaser declines to make such Purchase, the Facility Agent shall notify the Alternate Purchaser(s) in such Ownership Group of the Conduit Purchaser’s declining to make such Purchase and each such Alternate Purchaser shall purchase a Receivable Interest in the Pool Receivables by purchasing its pro rata share of the Purchase. (b) Each Notice of Purchase delivered pursuant to Section 2.02(a) shall be irrevocable and binding on the Seller. The Seller shall indemnify the Agent, each Facility Agent and each Purchaser against any actual loss or expense incurred by the Agent, such Facility Agent or such Purchaser as a result of any failure to fulfill on or before the date of any proposed Purchase (as to which a Notice of Purchase has been given pursuant to Section 2.02(a)) the applicable conditions set forth in Article III, an amount equal including, without limitation, any actual loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any such Purchaser (including, in the case of a Conduit Purchaser, losses and expenses incurred through any Conduit Support Document) to the fund its ratable portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserproposed Purchase when such Purchase, as a result of such failure, is not made on such date. (c) Effective on the date The failure of each Purchase pursuant any Purchaser or Facility Agent to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each make available such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Selleror Facility Agent’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller ratable portion of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Facility Agent of its obligations obligation, if any, hereunder to make payment available such other Purchaser’s or Facility Agent’s ratable portion of such Purchase on the date of such Purchase, but no Purchaser or Facility Agent shall be responsible for the failure of any Funded other Purchaser or Facility Agent to make available such other Purchaser’s or Facility Agent’s ratable portion of such Purchase or such drawingon the date of any Purchase.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 250,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account funds (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), Redacted information) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit (on behalf of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s CapitalIssuer) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit on behalf of the AdministratorIssuer, the Purchasers, Affected Persons and the Purchaser Agents and their respective permitted assignsIndemnified Parties) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to to, and other proceeds of, such Pool ReceivablesReceivables and Related Security, (iv) the Lock-Box Accounts (and the related lock-boxes) and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts (and such related lock-boxes) and such amounts on deposit therein, (v) all rights (but none of the obligations) books and records evidencing each Receivable, and all rights, remedies, powers and privileges of the Seller under the Purchase and Sale Agreement in any accounts into which Collections are or may be received and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Administrator (on behalf of the Issuer, the Affected Persons and the Indemnified Parties) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Issuer, all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrator to file financing statements naming the Seller describing as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. . (e) The Administrator shall hold, in its name, (on behalf i) the Purchased Interest for the benefit of itselfthe Issuer, and (ii) the security interest in the Pool Assets granted pursuant to clause (d) above for the benefit of the Issuer, the PurchasersAffected Persons and the Indemnified Parties. Each of the parties hereto expressly recognizes and agrees that the Administrator may be listed as the assignee or secured party of record on the various UCC filings required to be made hereunder in order to perfect the transfer of the Purchased Interest from the Seller to the Issuer and the security interest granted by the Seller pursuant to clause (d) above, the Purchaser Agents and their respective permitted assigns) shall havethat such listing, with respect to the Pool AssetsPurchased Interest, shall be for administrative convenience only in creating a record or nominee owner to take certain actions hereunder on behalf of the Issuer (and, if applicable, the Affected Persons and Indemnified Parties) and that such listing will not affect in addition to all any way the other rights and remedies available to status of the Issuer as the beneficial owner of the Purchased Interest. In addition, such listing shall impose no duties on the Administrator other than those expressly and specifically undertaken under the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination DateTransaction Documents. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the The Administrator shall so notify not have any duties other than those expressly set forth herein, this Agreement does not establish any fiduciary duty or relationship on the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure part of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one the Issuer, any Affected Person or moreany Indemnified Party, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit no implied obligations or liabilities shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunderread into this Agreement, or drawing under a Letter of Credit hereunderotherwise exist, as against the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawingAdministrator.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day hereunder, upon the Seller’s 's irrevocable written notice in substantially the form of Annex B (each, a “Purchase Notice”) A delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (prior to 11:00 a.m., New York City time) at least two Business Days before prior to the requested Purchase Datepurchase date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof250,000, being the Capital "Capital" relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in Capital and (D) the Aggregate Capital resulting from duration of the initial Fixed Period(s) for such purchase. The Agent shall select the duration of such initial Fixed Period(s), and each subsequent Fixed Period in its sole discretion; provided that the Agent shall use reasonable efforts, taking into account market conditions, to accommodate Seller's preference. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller in same day funds, at the Purchase Account (or such other Bank of New York, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)# 8900126485, ABA # ▇▇▇▇▇▇▇▇▇ an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: arising (iA) all Pool Receivables, (iiB) all Related Security with respect to such Pool Receivables, (iiiC) all Collections with respect to such Pool Receivables, (ivD) the Lock-Lock Box Accounts and all amounts relating to Receivables on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Lock Box Accounts and amounts relating to Receivables on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (viE) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assetsproperty described in this Section 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event . Notwithstanding anything to the contrary contained herein or Unmatured Termination Event exists and is continuingin any other Transaction Document, the Seller may request, Seller's interest in a written notice given the foregoing is expressly subordinated in all respects to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary payment of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extensionCapital, the Administrator shall so notify Discount on the Purchased Interest, all fees and all other amounts payable by Seller hereunder and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Issuer, the Agent, the Affected Persons and all Indemnified Parties. In connection with the grant of the transfer of ownership of those assets set forth in Section 5.3(g). If 1.2(c) or the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described security interest in the foregoing sentenceassets set forth in this Section 1.2(d) by signing this Agreement in the space provided, then the Purchase Limit shall be reduced by an amount equal to Seller hereby authorizes the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunderfiling of, as the case may beapplicable, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawingUCC financing statements in all necessary jurisdictions.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Date, and which ). Each such notice of a purchase shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof2,000,000, being the Capital "Capital" relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group)purchased, and (Bii) the date of such purchase (which shall be a Business Day) ). Such notice of purchase shall be sent by telecopier, telex or cable to all Banks concurrently and (C) shall specify the pro forma calculation date of such purchase, each Bank's Percentage multiplied by the aggregate amount of Capital of undivided ownership interest of the Purchased Interest after giving effect being purchased and whether Discount for such undivided ownership interest of the Purchased Interest is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least two Business Days prior to the increase in purchase date) or the Aggregate Capital resulting from such purchaseBase Rate. (b) On Prior to 12:00 noon New York City time, on the date of each such purchase requested by of an undivided ownership interest in the Seller pursuant to Section 1.2(a)Purchased Interest, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may beratably in accordance with their respective Percentages, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Agent the amount of their respective purchases by deposit of the applicable amount in immediately available funds to the Agent's Account and, after receipt by the Agent of such funds, the Agent will cause such funds to be made available to the Seller in same day fundsfunds at Citibank, at the Purchase Account (or such other N.A., account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)#4077-4094, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserABA #021-00-0089. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator Agent, for the benefit of the Purchasers (ratablyBanks, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest interest, to the extent of the Purchased Interest then in effect, in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Agent, for the benefit of the AdministratorBanks, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts Collection Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts the Collection Account and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement ▇▇▇▇▇▇▇ ▇▇▇▇ Agreement, and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes Upon the Administrator to file financing statements naming sale of a Defaulted Receivable by the Seller Servicer as debtor or seller and describing permitted by Section 1(e) of Exhibit IV, the collateral covered thereby as “all security interest of the debtor’s personal property or assets” or words to that effect, notwithstanding that Agent in such wording Defaulted Receivable shall automatically be released and the Agent shall take such actions as may be broader in scope than reasonably requested by the collateral described in this Agreementpurchaser of such Defaulted Receivable to evidence such release. The Administrator (on behalf Agent, for the benefit of itselfthe Banks, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator Agent and the PurchasersBanks hereunder, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder Bank's obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, but no Bank shall be responsible for the failure of any Funded Purchase or such drawingother Bank to make funds available in connection with any purchase.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestmentreinvestment or issuance of a Letter of Credit) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B B-1 (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent Agent, in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 100,000, in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased each case with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseFunded Purchase. (b) On the date of each purchase requested by Funded Purchase (but not reinvestment or issuance of a Letter of Credit) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account PNC Bank, National Association, account number 1019825269 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Purchase pursuant to this AgreementPurchase, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capitalrespective outstanding Capital plus its share of the LC Participation Amount) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (viii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. The Seller hereby acknowledges and agrees that pursuant to the Prior Agreement, the Seller granted to the Administrator a security interest in all of the Seller’s right, title and interest in, to and under the Pool Assets (as defined in the Prior Agreement). The Seller hereby confirms such security interest and acknowledges and agrees that such security interest is continuing and is supplemented and restated by the security interest granted by the Seller pursuant to this Section 1.2(d). (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuingThe Seller may, with the Seller may request, in a written notice given to consent of the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior add additional Persons as Purchasers (either to each anniversary of an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Closing DatePurchase Limit; provided, however, that the then-current Scheduled Termination Date Commitment of any Purchaser may only be extended increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (f) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase hereunder shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Seller or the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers or related LC Participants in such drawingdefaulting Related Committed Purchaser’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Capital of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time) at least two Business Days before ), on the requested proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than $5,000,000 and shall be in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) the pro forma calculation desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether the respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If a Purchaser has determined not to make a proposed purchase, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks concurrently specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables (which shall be one day if the Seller has not selected another period). The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit the Purchaser or Related Committed Purchaserthe Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser’s or Bank’s ratable share (based on the applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool Receivables. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool Receivables, (iii) all Collections with respect to Bank less such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s Percentage of the obligations) outstanding and unpaid Capital of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)Purchaser. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtorEach Bank’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required for any Funded Purchase or such drawingpurchase.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account Bank of America, N.A., account number 4426467867, ABA 0▇▇▇▇▇▇▇▇ (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased funded by such Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, as described in Section 1.1(a), or in the case of any reinvestment, ratably based on the sum of the Aggregate Capital plus the LC Participation Amount outstanding of each such Purchaser at such time for each such Purchaser’s Capitaltime) an undivided percentage ownership interest inin to the extent of the Purchased Interest: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) , a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and the Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and the Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents Purchasers and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, each LC Participant shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably been deemed to make a Funded Purchase hereunder in the event that no Termination Event such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.15 upon such draw in an amount equal to its Pro Rata Share of such unreimbursed draw. If the LC Bank pays a drawing under a Letter of Credit that is not (i) reimbursed by amounts on deposit in the LC Collateral Account or Unmatured Termination Event exists and is continuing(ii) reimbursed by the Seller on the applicable Drawing Date, the Seller may request, LC Bank shall be deemed to have made a Funded Purchase in a written notice given an amount equal to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary its Pro Rata Share of the Closing Date, that the then-current Scheduled Termination Date be extended to such unreimbursed drawing. All such Funded Purchases shall accrue Discount from the date that is one year after of such then-current Scheduled Termination Datedraw. In the event that any Letter of Credit expires or is surrendered without being drawn (in whole or in part) then, in such event, the foregoing commitment to make Funded Purchases shall expire with respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by the amount of the Letter of Credit which is no longer outstanding. (f) The Seller may, with the written consent of the Administrator and the Majority Purchaser Agents (and, in the case of a new related LC Participant, the LC Bank), add additional Persons as Purchasers in any (either to an existing Purchaser Group are agreeable or by creating new Purchaser Groups) or cause an existing Related Committed Purchaser or related LC Participant to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, (i) that the Commitment of any Related Committed Purchaser or related LC Participant may only be increased with the prior written consent of such extensionPurchaser, and (ii) a Purchaser may only be added to an existing Purchaser Group with the consent of each Purchaser within such Purchaser Group. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, an Assumption Agreement in the Servicerform of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, the be executed by each Person in such new Purchaser’s Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fg) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any such Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Funded Purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers or related LC Participants in such defaulting Related Committed Purchaser’s or related LC Participant’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of the related Purchase or drawing pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser or related LC Participant; it being understood that a defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of any Purchase or drawing shall be first put to the Related Committed Purchasers or related LC Participants in such defaulting Related Committed Purchaser’s or related LC Participant’s Purchaser Group and thereafter if there are no other Related Committed Purchasers or related LC Participants in such Purchaser Group or if such other Related Committed Purchasers or related LC Participants are fully committed or are also defaulting Related Committed Purchasers or related LC Participants, then such defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of such Purchase or drawing shall be put to each other Purchaser Group ratably, and applied in accordance with this paragraph (g)).

Making Purchases. (a) The Seller may request shall provide the Agent with ---------------- a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made notice, in cash on any day upon the Seller’s irrevocable written notice in substantially the form of Annex B Exhibit II hereto (each, each a “"Purchase Notice”) delivered "), at least three Business Days prior to each purchase provided -------- that the three Business Days notice requirement shall not apply to the Administrator initial ---- purchase hereunder which shall occur on the date hereof. Each Purchase Notice shall, except as set forth below, be irrevocable and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before shall specify the requested Purchase Date, and which notice shall specify Price (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 100,000) and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which date shall be a Business Day) and (C) Settlement Date), together with the pro forma calculation initial Discount Rate related thereto. Following receipt of a Purchase Notice, the Agent will determine whether PREFCO agrees to make the purchase. If PREFCO declines to make a proposed purchase, the Seller may cancel the Purchase Notice or the purchase of the Purchased Interest after giving effect to Receivable Interests will be made by the increase in the Aggregate Capital resulting from such purchase. (b) Investors. On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallpurchase, upon satisfaction of the applicable conditions precedent set forth in Exhibit IIArticle IV, make PREFCO or each Investor, as applicable, shall wire transfer immediately available funds to the Seller in same day fundsAccount No. ▇▇▇▇▇▇▇▇, at the Purchase Account Citibank, ABA No. ▇▇▇▇▇▇▇▇▇ (or such other account as may be designated in writing by the Seller to may specify in the Administrator and each Purchaser AgentPurchase Notice) no later than 12:00 noon (Chicago time), which wire transfer shall be in an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) in the case of PREFCO, the aggregate Purchase Price of each Pool Receivable Interests PREFCO is then existing, purchasing or (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds ofin the case of an Investor, such Pool Receivables and Related Security. (d) To secure all Investor's Pro Rata Share of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit aggregate Purchase Price of each of the Administrator, Receivable Interests the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCCInvestors are purchasing. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each Purchase of a Receivable Interest by the Purchasers shall be made on notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Agent, given not later than (i) 1:00 P.M. (New York time) on the third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interest hereunder to initially bearing Yield at the Applicable LIBO Rate and (ii) 12:00 P.M. (New York time) on the Business Day of such Purchase in the case of the Purchase of any Receivable Interest initially bearing Yield at the Applicable Base Rate. Each such notice of a proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be made by telephone (confirmed promptly thereafter in cash on any day upon the Seller’s irrevocable written notice writing), facsimile or by electronic mail (or similar means), in substantially the form of Annex B (eachExhibit F hereto, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before shall specify the requested aggregate amount of such Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (and the requested Business Day of such amount, Purchase. Each Purchase of any Receivable Interest under this Section 2.2 shall be in an aggregate amount which shall is an integral multiple of $1,000,000 and which is not be less than the lesser of $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation remaining available balance of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCommitments. (b) The Agent shall give each Purchaser prompt notice of such Notice of Purchase, the date of such Purchase, and the amount of such Purchaser’s Capital Investment in connection with such Purchase, by telephone or telefax. On the date of each purchase requested by the Seller pursuant to Section 1.2(a)such Purchase, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IISection 3.2, make available to the Agent its Ratable Portion of the aggregate amount of such Purchase by deposit of such Ratable Portion in same day funds to the Agent’s Office not later than 1:00 P.M. (New York time) on the Business Day specified in the applicable Notice of Purchase, and, after receipt by the Agent of such funds, the Agent shall cause such funds to be made immediately available to the Seller at the Seller’s Account. (c) Each Notice of Purchase delivered pursuant to Section 2.2(a) shall be irrevocable and binding on the Seller. (d) Unless the Agent shall have received notice from a Purchaser prior to the date of any Purchase that such Purchaser will not make available to the Agent such Purchaser’s Ratable Portion of such Purchase, the Agent may assume that such Purchaser has made such Ratable Portion available to the Agent on the date of such Purchase in accordance with Section 2.2(b), and the Agent may, in reliance upon such assumption, make available to the Seller on such date a corresponding amount. However, if the Agent has received such notice from such Purchaser, the Agent may not make such assumption and may not make available to the Seller on such date such corresponding amount. If and to the extent that such Purchaser (other than a Purchaser that has delivered to the Agent a notice of the type described in same day fundsthe two immediately preceding sentences) shall not have made such Ratable Portion available to the Agent and the Agent has made such Ratable Portion available to the Seller, at such Purchaser and the Purchase Account Seller severally agree to pay (or such other account as may be designated in writing to the extent not repaid by the Seller or such Purchaser, respectively) to the Administrator and Agent promptly on demand such corresponding amount together with interest thereon, for each Purchaser Agent), an day from the date such amount equal is made available to the portion of Capital relating Seller until the date such amount is repaid to the undivided percentage ownership interest then being purchased by Agent, at (i) in the case of the Seller, the Yield applicable to such amount and (ii) in the case of such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns Federal Funds Rate. If such Purchaser shall repay to the Administrator for the benefit of the Purchasers (ratablyAgent such corresponding amount, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each amount so repaid shall constitute such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to Ratable Portion of such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all Purchase for purposes of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the The failure of any Related Committed Purchaser or LC Participant to make a payment in connection with available such Purchaser’s Ratable Portion of any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, Purchase shall not relieve any other Related Committed Purchaser or LC Participant of its obligations obligation, if any, hereunder to make payment available such other Purchaser’s Ratable Portion of such Purchase on the date of such Purchase, but no Purchaser shall be responsible for the failure of any Funded other Purchaser to make available such other Purchaser’s Ratable Portion of such Purchase or on the date of any Purchase. Nothing herein shall prejudice any rights that the Seller may have against any Purchaser as a result of any default by such drawingPurchaser hereunder.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestmentreinvestments) of undivided percentage ownership interests with regard to the Purchased Interest Participation hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, SECTION 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City prior to 11:00 a.m., Chicago time) at least two on the second Business Days before the requested Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) Day next preceding the date of such proposed purchase. Each such notice of any such proposed purchase (which shall be a Business Day) specify the desired amount and (C) date of such purchase and the pro forma calculation desired duration of the Purchased Interest after giving effect initial Yield Period for the resulting Participation. The Agent shall select the duration of such initial Yield Period, and each subsequent Yield Period in its discretion; PROVIDED that it shall use reasonable efforts, taking into account market conditions, to the increase in the Aggregate Capital resulting from such purchaseaccommodate Seller's preferences. (b) On the date of each purchase requested by (but not reinvestment) of undivided ownership interests with regard to the Seller pursuant to Section 1.2(a)Participation hereunder, each applicable Conduit the Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIEXHIBIT II hereto, make available to the Seller Agent at its office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the amount of such purchase in same day funds, at and after the Purchase Account (or Agent's receipt of such other account as may be designated in writing by funds, the Agent shall make such funds immediately available to the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by at such Purchaseroffice. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Purchaser an undivided percentage ownership interest in: in (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s 's right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (iA) all Pool Receivables, (iiB) all Related Security with respect to each such Pool ReceivablesReceivable, (iiiC) all Collections with respect to each such Pool ReceivablesReceivable, (ivD) the Lock-Lock Box Accounts Accounts, Collection Account and Liquidation Account and all amounts on deposit therein, therein and all certificates and instruments, if any, from time to time evidencing such Lock-Lock Box Accounts Accounts, Collection Account and Liquidation Account and amounts on deposit therein, (vE) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement Contribution Agreement, and (viF) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”)foregoing. The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assetsproperty described in this SECTION 1.2(d), and in addition to all the other rights and remedies available to the Administrator and the PurchasersPurchaser, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Purchaser may from time to time enquire of the Seller, or the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard from time to time notify the Purchaser, as to the Purchased Interest hereunder availability of Loans and their Related Security to be made in cash on any day upon acquired by the Seller’s Purchaser from the Seller pursuant to this Agreement. (b) Upon receiving notice or confirmation, as the case may be, that the Seller has Loans and their Related Security available for sale, the Seller may from time to time deliver an irrevocable written notice in the form of Annex B Schedule 2.2(b) (each, a “Loan Purchase Notice”) to the Purchaser in accordance with Section 9.4 (other than the Loan Purchase Notice in respect of the initial Purchase Date, each such Loan Purchase Notice must be received by the Purchaser prior to 11:00 a.m. (Toronto time) at least three (3) Toronto Business Days prior to the related Purchase Date (unless otherwise agreed to by the Purchaser) or, in the case of the initial Purchase Date, prior to 11:00 a.m. (Toronto time) on such date). The Loan Purchase Notice for the initial Purchase Date shall be delivered on the Purchase Date. (c) Each Loan Purchase Notice for a purchase of Loans shall: (i) specify the date (each, a “Purchase NoticeDate”) delivered on which the purchase and sale of the Loans and their Related Security identified in such Loan Purchase Notice is to take place and the Cut-Off Date for such purchase; (ii) specify the Aggregate Purchase Price to be paid by the Purchaser to the Administrator Seller on the Purchase Date for the Loans identified in such Loan Purchase Notice; (iii) contain a listing of the Loans to be purchased on the Purchase Date including: (A) for each Loan subject to such Loan Purchase Notice: (1) the Seller’s identification number for such Loan; (2) the name of the Borrower in respect of such Loan; (3) an identification of such Loan as a Line of Credit or such other type of Loan as is applicable; (4) the municipal street address, city, province and postal code of the related mortgaged property; (5) in respect of any Loan that is a Line of Credit, the credit limit of such Loan; (6) the aggregate amount advanced in respect of the Loan; (7) the rate of interest chargeable on each Purchaser Agent such Loan as of the related Cut-Off Date and whether such rate is fixed or variable; (8) if applicable, the date(s) on which adjustments in accordance with Section 5.2, which notice must interest are to take place or may be received effected by the Administrator lender pursuant to the Mortgage Terms in respect of the Loan; (9) the maturity date of such Loan; (10) if applicable, the remaining amortization period in respect of such Loan; (11) the Current Balance (excluding Capitalized Interest and Capitalized Arrears) of such Loan as of the related Cut-Off Date; and (12) if other than the Seller, the lender on title to the Mortgage in respect of the Loan. (B) for all Loans subject to such Loan Purchase Notice, on an aggregate basis: (1) the highest and lowest interest rates chargeable on all of the Loans included in such Loan Purchase Notice; (2) the weighted average amortization period for such applicable Loans (in months), if applicable; (3) the current index, prime or other reference rate(s) applicable to such Loans as at the Cut-Off Date; (4) the number of Loans identified in the Loan Purchase Notice; (5) the aggregate Current Balance as of the related Cut-Off Date of such Loans; and (6) the aggregate credit limit as of the related Cut-Off Date of such Loans. (d) If the Purchaser agrees to the terms and conditions set out in the Loan Purchase Notice it shall signify its acceptance thereof by executing and returning such Loan Purchase Notice to the Seller on the same day as the day of receipt thereof. (e) If the Purchaser fails to accept such Loan Purchase Notice within such period it shall be deemed to have declined to complete the proposed purchase on the terms and conditions set out in such Loan Purchase Notice and this Agreement. (f) Upon its acceptance of a Loan Purchase Notice, there shall exist a binding agreement between the Seller and the Purchaser for the sale by the Seller and the purchase by the Purchaser from the Seller of all of the Seller’s present and future right, title and interest in, to and under the Loans listed in the relevant Loan Purchase Notice (including for greater certainty, all present and future Additional Loan Advances and the Related Security) upon the terms and conditions of this Agreement including, without limitation, satisfaction of the conditions precedent in Section 3.1, in the case of the initial purchase, and Section 3.2, in the case of the initial purchase of Loans and Related Security and all subsequent purchases of Loans and Related Security (it being understood that Section 3.1 and Section 3.2 are not separately applicable to the purchase of Additional Loan Advances and Related Security). (g) On each Purchaser Agent by 1:00 p.m. Purchase Date specified in a Loan Purchase Notice, with respect to the Loans and their Related Security specified in such Loan Purchase Notice, together with all Collections (New York City timecollectively the “Purchased Assets”) at least two Business Days before from the requested Cut-Off Date to the relevant Purchase Date, and which notice shall specify (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchase. (b) On the date of each purchase requested by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle 3, make available pay to the Seller in same day funds, at the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent), funds an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased Aggregate Purchase Price by depositing such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of amount into the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyAccount or, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), if the Seller hereby grants so elects in writing to the Administrator (for Purchaser on or before the benefit of the Administrator, the Purchasersapplicable Purchase Date, the Purchaser Agents and their respective permitted assigns) a security interest in all of shall credit the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Capital Account Ledger with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to all (or the Commitment(sportion of the Aggregate Purchase Price not paid in cash) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s Aggregate Purchase Price. Upon such payment and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser deposit or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereundercredit, as the case may be, all of the Seller’s beneficial ownership of such Purchased Assets subject to the related Loan Purchase Notice shall not relieve any other be sold, assigned and transferred to the Purchaser on a fully serviced basis effective as of the related Cut-Off Date and the Seller will execute and deliver the Seller Assignment. (h) On each Purchase Date, the Seller shall provide to the Purchaser (prior to a downgrade by one or more Rating Agencies of the ratings of the Cash Manager below the Cash Management Deposit Ratings by delivery to the Cash Manager and following a downgrade of the ratings by one or more Rating Agencies of the Cash Manager below the Cash Management Deposit Ratings by deposit in the GDA Account) in respect of the Purchased Loans and their Related Committed Security acquired by the Purchaser or LC Participant on such date an amount equal to the aggregate Collections received by the Seller from the applicable Cut-Off Date to and including the date prior to such Purchase Date in respect of its obligations hereunder to make payment for any Funded Purchase or such drawingPurchased Loans and their Related Security.

Making Purchases. (a) The Seller may request a purchase Each Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to may be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 6.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, and which notice shall specify specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $1,000,000 100,000 in excess thereof, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Group), (B) the date of such purchase Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by the Seller Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(a1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent), ) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being purchased funded by such Purchaser. (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this AgreementSection 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate sum of the Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Securitythe Purchased Interest. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (Administrator, for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller describing as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf Administrator, for the benefit of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, in the event that no Termination Event such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed pursuant to Section 1.15 upon such draw or Unmatured Termination Event exists through the distribution of such LC Participant’s Pro Rata Share of the amount on deposit in the LC Collateral Account, each LC Participant shall, automatically and without further action of any kind have irrevocably been deemed to have made a Funded Purchase hereunder in an amount equal to such LC Participant’s Pro Rata Share of such unreimbursed draw. If the LC Bank pays a drawing under a Letter of Credit that is continuingnot reimbursed by the Seller on the applicable Drawing Date or through the distribution of the LC Bank’s Pro Rata Share of the amount on deposit in the LC Collateral Account, the Seller may requestLC Bank shall be deemed to have made a Funded Purchase in an amount equal to its Pro Rata Share of such unreimbursed draw. All such Funded Purchases shall accrue Discount from the date of such draw. In the event that any Letter of Credit expires or is surrendered without being drawn (in whole or in part) then, in a such event, the foregoing commitment to make Funded Purchases shall expire with respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by the face amount of the Letter of Credit which is no longer outstanding. (f) The Seller may, with the written notice given to consent of the Administrator and each Purchaser AgentAgent (and, not less than 30 days and not more than 90 days prior in the case of a new related LC Participant, the LC Bank), add additional Persons as Purchasers (either to each anniversary an existing Purchaser Group or by creating new Purchaser Groups) or with the written consent of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer applicable Purchaser Agent cause an existing Related Committed Purchaser or related LC Participant to increase its Commitment in writing (it being understood that connection with a corresponding increase in the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determinationPurchase Limit; provided, that the failure Commitment of any Related Committed Purchaser or related LC Participant may only be increased with the prior written consent of such Purchaser. Each new Conduit Purchaser, Related Committed Purchaser or related LC Participant (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator to affirmatively notify and the Seller Seller, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement shall, in the case of any Purchasers’ election regarding new Purchaser Group, be executed by each Person in such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any new Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sGroup). (fg) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or related LC Participant to make any Purchase hereunder or a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or related LC Participant of its obligations obligation hereunder to make payment for any Funded Purchase or such drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to satisfy its obligation to make a Purchase or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, (i) the non-defaulting Related Committed Purchasers or related LC Participants in such defaulting Related Committed Purchaser’s or related LC Participant’s Purchaser Group shall fund the defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of the related Purchase or drawing ratably (based on their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser or related LC Participant)); and (ii) if there are no other Related Committed Purchasers or related LC Participants in such Purchaser Group or if such other Related Committed Purchasers or related LC Participants are also defaulting Related Committed Purchasers or related LC Participants, then such defaulting Related Committed Purchaser’s or related LC Participant’s Commitment Percentage of such Purchase or drawing shall be funded by each other Purchaser Group ratably (based on their relative Commitment Percentages) and applied in accordance with this paragraph (g). Notwithstanding anything in this paragraph (g) to the contrary, no Related Committed Purchaser or related LC Participant shall be required to make a Purchase or payment with respect to such drawing pursuant to this paragraph (g) for an amount which would cause the aggregate Capital of such Related Committed Purchaser or Pro Rata Share of the face amount of any outstanding Letter of Credit of such related LC Participant (after giving effect to such Purchase or payment with respect to such drawing) to exceed its Commitment.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a the “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two Business Days before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital resulting from such purchaseCapital. (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other Mellon Bank East, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)number ▇▇▇▇▇▇▇, ABA# ▇▇▇▇▇▇▇▇▇, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to to, and other proceeds of, such Pool ReceivablesReceivables and Related Security, (iv) the Lock-Box Accounts (and the related lock-boxes) and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts (and such related lock-boxes) and such amounts on deposit therein, (v) all books and records of each Receivable, and all rights, remedies, powers and privileges of the Seller in any accounts into which Collections are or may be received and all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds and products of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Seller may request a Each purchase (but not reinvestment) of ---------------- undivided percentage ownership interests with regard to the Purchased Interest hereunder to shall be made in cash on any day upon the Seller’s 's irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, 5.2 (which ----------- notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (before 11:00 a.m., New York City time) at least two one Business Days Day before the requested Purchase Datepurchase date, and which notice shall specify specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 1,000,000 and shall be in integral multiples of $1,000,000 in excess thereof100,000, being the Capital relating to the undivided percentage ownership interest then being purchased with respect to each Purchaser Grouppurchased), (B) the date of such purchase (which shall be a Business Day) ), and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in Capital. The Administrator shall promptly thereafter notify the Aggregate Capital resulting from Seller whether the Issuer has exercised its discretion not to fund such purchase.purchase with the issuance of Notes, in which case the Seller shall be deemed to have not requested such purchase but shall have the option to request a purchase to be funded at the Alternate Rate in accordance with procedures described in this Section 1.2(a); provided, however, that such notice -------------- -------- ------- must be received by the Administrator before 11:00 a.m., New York City time at least two Business Days before the requested purchase date (b) On the date of each purchase requested by (but not reinvestment) of undivided percentage ownership interests with regard to the Seller pursuant to Section 1.2(a)Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account (or such other PNC Bank, account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)---------- number 1011551718, ABA ▇▇▇▇▇▇▇▇▇, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such Purchaserpurchased. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns ----------- to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) Issuer an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s 's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”)contingent, the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer a security interest in all of the Seller’s 's right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and under the Sale Agreement, (vi) all rights (but none of the obligations) of KCI under the Sale Agreement, and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “"Pool Assets”"). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) Issuer shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the PurchasersIssuer, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each Purchase shall be made on at least three Business Days' notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash Agent or on any day upon such other notice period as the Seller’s irrevocable written Seller and the Agent shall agree. Each such notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice proposed purchase shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof1,000,000, being referred to herein as the Capital relating to initial "Capital" of the undivided percentage ownership interest Eligible Asset then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) the pro forma calculation desired duration of the Purchased Interest after giving effect initial Fixed Period for the Eligible Asset to be purchased. The Agent shall notify the Seller whether the desired duration of the initial Fixed Period for the Eligible Asset to be purchased is acceptable, and the Agent shall promptly notify the Banks of the proposed purchase. Such notice of purchase shall be sent by telecopier, telex or cable to all Banks concurrently and shall specify the date of such purchase, each Bank's percentage interest multiplied by the aggregate amount of Capital of the Eligible Asset being purchased, the Fixed Period for such Eligible Asset and whether Yield for the Fixed Period for such Eligible Asset is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the increase in purchase date) or the Aggregate Capital resulting from such purchaseAlternate Base Rate. (b) On Prior to 2:00 P.M., New York City time, on the date of each purchase requested by such purchase, the Seller pursuant to Section 1.2(a)Banks, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, ratably in accordance with their respective Bank Commitments shall, upon satisfaction of the applicable conditions set forth in Exhibit IIArticle III, make available to the Seller Agent the amount of their respective purchases by deposit of the applicable amount in same day immediately available funds to the Agent's Account and, after receipt by the Agent of such funds, at the Purchase Account (or Agent will cause such other account as may funds to be designated in writing by made immediately available to the Seller to the Administrator and each Purchaser Agent)at Citibank's office at 399 Park Avenue, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being purchased by such PurchaserNew York, New York. (c) Effective on the date of each Purchase pursuant Notwithstandi▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ be obligated to this Agreement, the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) make Purchases under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest Section 2.02 at any time in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, which would exceed such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.Bank's

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v) at least two Business Days before the requested or Section 1.15(b)) Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by Truist, PNC or TD (in their respective capacities as a Bank), the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the Related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, and, except with respect to any purchase being made by Truist, PNC or TD (in their respective capacities as a Bank), the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, in each case other than any Delaying Bank with respect to such purchase and such Delaying Bank’s related Purchasers, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to each such Purchaser’s or Bank’s ratable share (based on the portion applicable Bank’s Percentage) of the initial Capital relating of such Receivable Interest in the Pool Receivables. A Delaying Bank may not object to its funding obligation of Delayed Funds under Section 1.02(e)(vi) on the basis of the failure of the Seller to satisfy the conditions precedent set forth in Exhibit II hereto unless such Delaying Bank has delivered a written notice to the undivided percentage ownership interest then being purchased by Administrative Agent and the Seller expressing its objections to the proposed purchase on or prior to the Original Date of such Purchaserpurchase applicable to Non-Delaying Banks. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool ReceivablesBank less, (iii) all Collections with respect to in the event such Pool ReceivablesBank has any related Purchasers, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) of the Seller under the Purchase outstanding and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller unpaid Capital of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any related Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed PurchaserBank’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment available to the Seller any funds in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant Bank of its obligations obligation, if any, hereunder to make payment funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required to be funded for any Funded Purchase or such drawingpurchase pursuant to clause (b) of this Section 1.02.

Making Purchases. (a) The Each purchase by CAFCO, C▇▇▇▇▇ or the Banks shall be made on at least three Business Days’ notice from the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder Agent that the Seller proposes to sell Receivables Interests hereunder; provided that no more than two purchases by CAFCO, C▇▇▇▇▇ and the Banks as a group shall be made in cash on any day upon the Seller’s irrevocable written one calendar month. Each such notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. (New York City time) at least two Business Days before the requested Purchase Date, and which notice purchase shall specify (Ai) the amount requested to be paid to the Seller (such amount, which shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof5,000,000, being referred to herein as the Capital relating to initial “Capital” of the undivided percentage ownership interest Receivable Interest then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) ), and (Ciii) if the pro forma calculation Assignee Rate is to apply to such Receivable Interest, the duration of the Purchased Interest after giving effect initial Fixed Period for such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether CAFCO and C▇▇▇▇▇ have determined to make a purchase and, if so, whether all of the increase terms specified by the Seller are acceptable to CAFCO and C▇▇▇▇▇ and the allocation of such purchase as between CAFCO and C▇▇▇▇▇ (which allocation shall be made on a ratable basis in accordance with the Aggregate Capital resulting from such respective Investor Purchase Limits of CAFCO and C▇▇▇▇▇, unless otherwise agreed by CAFCO and C▇▇▇▇▇). If CAFCO and/or C▇▇▇▇▇ have determined not to make a proposed purchase. (b) On , the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each purchase requested Bank’s Percentage multiplied by the Seller pursuant to Section 1.2(a), each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction aggregate amount of Capital of the applicable conditions set forth in Exhibit II, make available to the Seller in same day funds, at the Purchase Account Receivable Interests being purchased (or such other account as may which amount shall be designated in writing by the Seller to the Administrator and each Purchaser Agent), an amount equal to the portion of the initial Capital relating to not funded by CAFCO or C▇▇▇▇▇), whether the undivided percentage ownership interest then being purchased by such Purchaser. (c) Effective on the date of each Purchase pursuant to this Agreement, the Seller hereby sells and assigns to the Administrator Yield for the benefit of the Purchasers (ratably, Fixed Period for such Receivable Interests is calculated based on the Aggregate Capital plus the LC Participation Amount outstanding Eurodollar Rate (which may be selected only if such notice is given at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. (d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants least three Business Days prior to the Administrator (for purchase date) or the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the AdministratorAlternate Base Rate, and the Administrator duration of the Fixed Period for such Receivable Interests (which shall so notify be one day if the Seller of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do has not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(sselected another period). (f) Each Related Committed Purchaser’s and LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Purchaser or LC Participant to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder to make payment for any Funded Purchase or such drawing.

Making Purchases. (a) The Each notice of purchase of a Receivable Interest in the Pool Receivables shall be delivered by the Seller may request a purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Purchased Interest hereunder to be made in cash on any day upon the Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator Administrative Agent and each Purchaser Agent in accordance with Section 5.2, which notice must be received by the Administrator and each Purchaser Agent by 1:00 p.m. no later than 10:30 a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a purchase shall be in the form of an irrevocable (except as set forth in Section 1.02(e)(v)) at least two Business Days before the requested Purchase Date, Request and which notice shall specify (Ai) the amount requested to be paid to the Seller by each Purchaser and each Bank which does not have a related Purchaser (such amount, which shall not be less than $5,000,000 and shall be 250,000 in integral multiples the aggregate (inclusive of $1,000,000 in excess thereofany amount being rolled over from a previous purchase), being referred to herein as the Capital relating to initial “Capital” of each Receivable Interest in the undivided percentage ownership interest Pool Receivables then being purchased with respect to each Purchaser Grouppurchased), (Bii) the date of such purchase (which shall be a Business Day) and (Ciii) unless the pro forma calculation purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by BOAST or PNC, the desired duration of the Purchased initial Fixed Period for each such Receivable Interest after giving effect to the increase in the Aggregate Capital resulting from Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, and, except with respect to any purchase being made by BOAST or PNC, the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables and the duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such transfer. (b) On the date of each such purchase requested by of a Receivable Interest in the Seller pursuant to Section 1.2(a)Pool Receivables, each applicable Conduit Purchaser or Related Committed Purchaserthe Banks, as the case may be, in each case other than any Delaying Bank with respect to such purchase and such Delaying Bank’s related Purchasers, shall, upon satisfaction of the applicable conditions set forth in Exhibit IIII hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, at to the Purchase Account (or such other account as may be designated in writing by the Seller to the Administrator and each Purchaser Agent)Seller, no later than 3:00 p.m. (New York City time) an amount equal to each such Purchaser’s or Bank’s ratable share (based on the portion applicable Bank’s Percentage) of the initial Capital relating of such Receivable Interest in the Pool Receivables. A Delaying Bank may not object to its funding obligation of Delayed Funds under Section 1.02(e)(vi) on the basis of the failure of the Seller to satisfy the conditions precedent set forth in Exhibit II hereto unless such Delaying Bank has delivered a written notice to the undivided percentage ownership interest then being purchased by Administrative Agent and the Seller expressing its objections to the proposed purchase on or prior to the Original Date of such Purchaserpurchase applicable to Non-Delaying Banks. (c) Effective on the date of each Purchase purchase pursuant to this AgreementSection 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Administrator Administrative Agent, for the benefit of the Purchasers (ratablyparties making such purchase, based on the Aggregate Capital plus the LC Participation Amount outstanding at such time for each such Purchaser’s Capital) an undivided percentage ownership interest in: (i) interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing, (ii) all existing and in the Related Security with respect to such Pool Receivables and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables Receivable and Related Security. (d) To secure all of Notwithstanding the Seller’s obligations (monetary or otherwise) foregoing, a Bank shall not be obligated to make purchases under this Agreement and Section 1.02 at any time in an amount that would exceed the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent (collectively, the “Obligations”), the Seller hereby grants to the Administrator (for the benefit of the Administrator, the Purchasers, the Purchaser Agents and their respective permitted assigns) a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security Bank Commitment with respect to such Pool ReceivablesBank less, (iii) all Collections with respect to in the event such Pool ReceivablesBank has any related Purchasers, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none Bank’s ratable share of the obligations) of the Seller under the Purchase outstanding and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Seller hereby authorizes the Administrator to file financing statements naming the Seller as debtor or seller and describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective permitted assigns) shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. (e) Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request, in a written notice given to the Administrator and each Purchaser Agent, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-current Scheduled Termination Date be extended to the date that is one year after such then-current Scheduled Termination Date. In the event that the Purchasers in any Purchaser Group are agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) and the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrator shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension. In the event the Purchasers in any Purchaser Group decline the request for such extension, such Purchasers (or their Purchaser Agent) shall so notify the Administrator, and the Administrator shall so notify the Seller unpaid Capital of such determination; provided, that the failure of the Administrator to affirmatively notify the Seller of any related Purchasers’ election regarding such extension request within 30 days following receipt of such request shall be deemed to be a refusal by such Purchasers to grant the requested extension. If the Purchasers in any Purchaser Group do not agree to an extension request, the Seller may cause such Purchasers to assign their interests, rights and obligations under this Agreement and the other Transaction Documents to new Purchasers as provided under Section 5.3(g). If the Scheduled Termination Date is extended with respect to one or more, but less than all, Purchasers and the Exiting Purchasers are not replaced as described in the foregoing sentence, then the Purchase Limit shall be reduced by an amount equal to the Commitment(s) of the Exiting Purchaser(s). (f) Each Related Committed PurchaserBank’s and LC Participant’s obligations hereunder obligation shall be several, such that the failure of any Related Committed Purchaser or LC Participant Bank to make a payment in connection with any purchase hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or LC Participant of its obligations hereunder available to make payment for any Funded Purchase or such drawing.the