Common use of The Structured Notes Clause in Contracts

The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each of the Deal Agent and the Swingline Lender, as applicable, at the applicable address set forth on the signature pages of this Agreement, a duly executed structured note (each a “Structured Note” and collectively, the “Notes”), in substantially the form of Exhibits B-1 and B-2, dated as of the date of this Agreement, and otherwise duly completed. The Structured Note issued to (i) VFCC (the “VFCC Note”) shall be in the name of “Wachovia Securities, LLC, as the Deal Agent” and shall be in the face amount equal to $225,000,000, and (ii) the Swingline Lender (the “Swingline Note”), shall be in the name of “Wachovia Bank, National Association, as the Swingline Lender” and be in the face amount equal to $30,000,000. (b) On the terms and conditions hereinafter set forth, during the Revolving Period, the Borrower may, at its option, request the Conduit Lender to make advances of funds (each, an “Advance”) under the VFCC Note in an aggregate amount up to the Availability as of the date of such request. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender shall fund such Advance. Notwithstanding anything to the contrary contained herein, the Conduit Lender shall not be obligated to provide the Deal Agent or the Borrower with aggregate funds in connection with an Advance that would exceed (i) the Conduit Lender’s unused Commitment then in effect or (ii) the aggregate unused Commitments then in effect. Each Advance made by the Conduit Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(i) and (b)(i) of this Agreement. (c) On the terms and conditions hereinafter set forth, during the Revolving Period, the Borrower may, at its option, request the Swingline Lender to increase the principal outstanding on the Swingline Note (each such request, a “Swingline Funding Request”), each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-2 hereto. Subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Swingline Lender shall advance to the Borrower the amount requested under a Swingline Funding Request (each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not be obligated to provide the Borrower with aggregate funds in connection with a Swingline Advance that would exceed (i) the Swingline Lender’s unused Commitment then in effect or (ii) the aggregate unused Commitments then in effect. Each Swingline Advance made by the Swingline Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(i) and (b)(i) of this Agreement. (d) The Borrower may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of the Liquidity Purchase Agreement in the case of an extension of the Liquidity Purchase Agreement or the Commitment Termination Date in the case of an extension of this Agreement, by written notice make a request to (i) the Deal Agent for each applicable Liquidity Bank to extend the term of the Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Deal Agent and the Swingline Lender for the Conduit Lender and the Swingline Lender, as applicable, to extend the Commitment Termination Date for an additional period of 364 days. Each of the Deal Agent and the Swingline Lender, as applicable, will give prompt notice to the Liquidity Bank, the Conduit Lender or Swingline Lender, as applicable, of its receipt of such request, and each of the Liquidity Bank, the Conduit Lender and the Swingline Lender shall make a determination, each in its respective sole discretion, not less than fifteen (15) days prior to the expiration of the Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Deal Agent or the Swingline Lender to provide timely notice of the Liquidity Bank’s, the Conduit Lender’s and the Swingline Lender’s decision to the Borrower shall be deemed to constitute a refusal by the Liquidity Bank, the Conduit Lender and the Swingline Lender to extend the term of the Liquidity Purchase Agreement or this Agreement, as applicable. The Borrower confirms that the Liquidity Bank, the Conduit Lender and the Swingline Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Liquidity Agreement or this Agreement, as applicable.

The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each of the Deal Lender Agent and the Swingline Lender, as applicable, at the applicable address set forth on the signature pages of Annex A to this Agreement, a duly executed structured note in substantially the form of Exhibit B-1 (each a “Structured Note” ”) and collectivelyExhibit B-2 (the “Swingline Note”, and together with the Structured Notes, the “Notes”), in substantially the form of Exhibits B-1 and B-2as applicable, dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date and otherwise duly completed. The Structured Each Note issued evidences, and at all times on and after the date hereof shall continue to evidence each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 (i) VFCC (and the Borrower hereby expressly affirms its prior grant of a security interest in the “VFCC Note”) Collateral” under the Original Loan Funding and Servicing Agreement). Interest shall accrue, and each Note shall be in the name of “Wachovia Securities, LLCpayable, as the Deal Agent” and shall be in the face amount equal to $225,000,000, and (ii) the Swingline Lender (the “Swingline Note”), shall be in the name of “Wachovia Bank, National Association, as the Swingline Lender” and be in the face amount equal to $30,000,000described herein. (b) On the terms and conditions hereinafter set forth, during During the Revolving Period, the Borrower may, at its option, request the Conduit Lender Lenders and the Institutional Lenders to make advances of funds (each, an “Advance”) under the VFCC Note Structured Notes, each such Funding request to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up to the Availability as of the date of such requestthe proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Conduit Lender Lenders and the Institutional Lenders shall fund such Advance. Notwithstanding anything to the contrary contained herein, the Conduit no Lender shall not be obligated to provide the Deal Agent or the Borrower with aggregate funds in connection with an Advance that would exceed (i) the Conduit such Lender’s unused Commitment then in effect or effect, (ii) the aggregate unused Commitments then in effecteffect or (iii) the Availability on the date such Advance is to be made. Each Advance made by the Conduit a Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(iSections 2.9(a)(1)(i) and (b)(i) of this Agreement. (c) On the terms and conditions hereinafter set forth, during During the Revolving Period, the Borrower may, at its option, request the Swingline Lender to increase the principal outstanding make advances of funds on an expedited basis under the Swingline Note (each such request, a “Swingline Funding Request”), each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-2 hereto. Subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Swingline Lender shall advance to the Borrower the amount requested under a Swingline Funding Request (each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not be obligated to provide the Borrower with aggregate funds in connection with a Swingline Advance that would exceed the least of (i) the Swingline Lender’s unused Commitment then in effect or effect, (ii) the aggregate unused Commitments then in effecteffect or (iii) the Availability on the date such Swingline Advance is to be made. Each Swingline Advance made by the Swingline Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(iSections 2.9(a)(1)(i) and (b)(i) of this Agreement. (d) The Borrower may, within sixty (60) 60 days but not less than forty-five (45) 45 days prior to the expiration of (x) the date on which each Liquidity Purchase Agreement is to expire in accordance with its terms, in the case of an extension of each Liquidity Purchase Agreement, (y) the Termination Date then in effect pursuant to clause (c) of the definition thereof, in the case of an extension of the Liquidity Purchase Agreement Termination Date or (z) the Commitment Termination Date then in effect, in the case of an extension of this Agreement, request by written notice make a request to (i) each Lender Agent with respect to a Conduit Lender for the Deal Agent for each applicable Liquidity Bank to extend the term of the their Liquidity Purchase Agreement for an additional period of 364 days, (ii) each Lender Agent for each Lender and the Swingline Lender, as applicable, to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iiiii) the Deal each Lender Agent and the Swingline Lender for the Conduit each Lender and the Swingline Lender, as applicable, to extend the Commitment Termination Date for an additional period of 364 days. Each of the Deal Lender Agent and the Swingline Lender, as applicable, will give prompt notice to the related Liquidity Bank, the Conduit Lender Bank or Swingline Lender, as applicable, of its receipt of such request, and each of the Liquidity Bank, the Conduit Lender Bank and the Swingline each Lender shall make a determination, each in its respective sole discretion, not less than fifteen (15) 15 days prior to the expiration of the related Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Deal Agent a Lender or the Swingline Lender a Liquidity Bank to provide timely notice of the Liquidity Bank’s, the Conduit Lender’s and the Swingline Lender’s its decision to the Borrower shall be deemed to constitute a refusal by the applicable Lender or Liquidity Bank, the Conduit Lender and the Swingline Lender Bank to extend the Commitment Termination Date or the term of the such Liquidity Bank’s Liquidity Purchase Agreement or this Agreement, as applicable. The Borrower confirms that the each Liquidity Bank, the Conduit Lender Bank and the Swingline each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term of such Liquidity Agreement Purchase Agreement, the date set forth in clause (c) of the definition of Termination Date or this Agreementthe Commitment Termination Date, as applicable. (e) The Borrower may, with the written consent of the Deal Agent, request that an existing Lender increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Deal Agent and JPMorgan Chase Bank, add additional Persons as Lenders; provided, that: (i) if the addition of any Lender or the increase of any Lender’s Commitment would cause the aggregate Commitments of the Conduit Lenders and the Institutional Lenders to exceed $850,000,000, such addition or increase may be effected only with the consent of the Deal Agent and each Lender Agent; (ii) if a proposed increase of VFCC’s Commitment would cause VFCC’s Commitment to constitute 66.67% or more of the aggregate Commitments of the Conduit Lenders and the Institutional Lenders then in effect, such increase may only be effected with the prior written consent of JPMorgan Chase Bank, which consent shall not be unreasonably withheld; and (iv) the Commitment of any Lender may only be increased with the prior written consent of such Lender. Each new Lender and Lender Agent shall become a party hereto by executing and delivering to the Deal Agent and the Borrower a Joinder Supplement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Loan Funding and Servicing Agreement) of any Lender that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Loan Funding and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) on the Closing Date and on each subsequent date on which a Lender shall become a party to this Agreement, the Borrower shall request Advances, on a non-pro rata basis, from each Lender becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Lender until the respective outstanding Advances of each Lender equal such Lender’s Pro Rata Share of all Advances Outstanding.

The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each of the Deal Agent Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, as applicable, at the applicable address set forth on the signature pages of Annex A to this Agreement, with respect to Advances in Dollars, a duly executed structured note in substantially the form of Exhibit B-1-a and, with respect to Advances in an Alternative Currency, a duly executed structured note in substantially the form of Exhibit B-1-b, (each a “Structured Note” ”), and collectivelyExhibit B-2 (the “Swingline Note”) and Exhibit B-3 (the “Alternative Currency Swingline Note”, and together with the Structured Notes and the Swingline Note, the “Notes”), in substantially the form of Exhibits B-1 and B-2as applicable, dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment, or Swingline Commitment or Alternative Currency Swingline Amount as of the Closing Date and otherwise duly completed. The Structured Each Note issued evidences, and at all times on and after the date hereof shall continue to evidence each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 (i) VFCC (and the Borrower hereby expressly affirms its prior grant of a security interest in the “VFCC Note”) Collateral” under the Existing Loan Funding and Servicing Agreement). Interest shall accrue, and each Note shall be in the name of “Wachovia Securities, LLCpayable, as the Deal Agent” and shall be in the face amount equal to $225,000,000, and (ii) the Swingline Lender (the “Swingline Note”), shall be in the name of “Wachovia Bank, National Association, as the Swingline Lender” and be in the face amount equal to $30,000,000described herein. (b) On the terms and conditions hereinafter set forth, during During the Revolving Period, the Borrower may, at its option, request the Conduit Lender Lenders and the Institutional Lenders to make advances of funds (each, an “Advance”) ), in Dollars or in any Alternative Currency under the VFCC Note Structured Notes, each such Funding Request to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up to the Availability and, in the case of Advances in Alternative Currencies, up to the Alternative Currency Sub-Limit, in each case as of the date of such requestthe proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, (x) the Conduit Lender Lenders other than VFCC may at their option elect to fund such Advance and (y) VFCC and the Institutional Lenders (except to the extent an Advance has been funded by its related Conduit Lender, if any) shall fund such Advance; provided, that, any Institutional Lender which shares a Commitment collectively with a related Conduit Lender as set forth on Annex B shall not be obligated to make Advances in any Currency in which its related Conduit is not able to make Advances. Notwithstanding anything to the contrary contained herein, the Conduit no Lender shall not be obligated to provide the Deal Agent or the Borrower with aggregate funds in connection with an Advance that would exceed (i) the Conduit such Lender’s unused Commitment then in effect or effect, (ii) in the case of Advances in Alternative Currencies, such Lender’s unused Alternative Currency Sub-Limit then in effect, (iii) the aggregate unused Commitments then in effect, (iv) in the case of Advances in Alternative Currencies, the unused Alternative Currency Sub-Limit then in effect or (v) the Availability, in each case on the date such Advance is to be made; provided, that, in calculating whether an Advance in an Alternative Currency would exceed any of the foregoing, such Alternative Currency shall be converted to the Dollar Equivalent. Each Advance made by the Conduit a Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(iSections 2.9(a)(1)(i) and (b)(i) of this Agreement. (c) On the terms and conditions hereinafter set forth, during the Revolving Period, the Borrower may, at its option, request the Swingline Lender . Each Advance shall be made entirely in one Currency having one Interest Rate. The proceeds of each Advance shall be used to increase the principal outstanding on the Swingline Note (each such request, a “Swingline Funding Request”), each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially fund Loans in the form of Exhibit A-2 hereto. Subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Swingline Lender shall advance to the Borrower the amount requested under a Swingline Funding Request (each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not be obligated to provide the Borrower with aggregate funds in connection with a Swingline Advance that would exceed (i) the Swingline Lender’s unused Commitment then in effect or (ii) the aggregate unused Commitments then in effect. Each Swingline Advance made by the Swingline Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(i) and (b)(i) of this Agreement. (d) The Borrower may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of the Liquidity Purchase Agreement in the case of an extension of the Liquidity Purchase Agreement or the Commitment Termination Date in the case of an extension of this Agreement, by written notice make a request to (i) the Deal Agent for each applicable Liquidity Bank to extend the term of the Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Deal Agent and the Swingline Lender for the Conduit Lender and the Swingline Lender, as applicable, to extend the Commitment Termination Date for an additional period of 364 days. Each of the Deal Agent and the Swingline Lender, as applicable, will give prompt notice to the Liquidity Bank, the Conduit Lender or Swingline Lender, as applicable, of its receipt Currency of such request, and each of the Liquidity Bank, the Conduit Lender and the Swingline Lender shall make a determination, each in its respective sole discretion, not less than fifteen (15) days prior to the expiration of the Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Deal Agent or the Swingline Lender to provide timely notice of the Liquidity Bank’s, the Conduit Lender’s and the Swingline Lender’s decision to the Borrower shall be deemed to constitute a refusal by the Liquidity Bank, the Conduit Lender and the Swingline Lender to extend the term of the Liquidity Purchase Agreement or this Agreement, as applicable. The Borrower confirms that the Liquidity Bank, the Conduit Lender and the Swingline Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Liquidity Agreement or this Agreement, as applicableAdvance.

The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each of the Deal Lender Agent and the Swingline Lender, as applicable, at the applicable address set forth on the signature pages of Annex A to this Agreement, a duly executed structured note in substantially the form of Exhibit B-1 (each a “Structured Note” ”) and collectivelyExhibit B-2 (the “Swingline Note”, and together with the Structured Notes, the “Notes”), in substantially the form of Exhibits B-1 and B-2as applicable, dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date and otherwise duly completed. The Structured Each Note issued evidences, and at all times on and after the date hereof shall continue to evidence each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 (i) VFCC (and the Borrower hereby expressly affirms its prior grant of a security interest in the “VFCC Note”) Collateral” under the Existing Loan Funding and Servicing Agreement). Interest shall accrue, and each Note shall be in the name of “Wachovia Securities, LLCpayable, as the Deal Agent” and shall be in the face amount equal to $225,000,000, and (ii) the Swingline Lender (the “Swingline Note”), shall be in the name of “Wachovia Bank, National Association, as the Swingline Lender” and be in the face amount equal to $30,000,000described herein. (b) On the terms and conditions hereinafter set forth, during During the Revolving Period, the Borrower may, at its option, request the Conduit Lender Lenders and the Institutional Lenders to make advances of funds (each, an “Advance”) ), in Dollars or in any Alternative Currency, under the VFCC Note Structured Notes, each such Funding Request to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up to the Availability and, in the case of Advances in Alternative Currencies, up to the aggregate Alternative Currency Sub-Limits, in each case as of the date of such requestthe proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, (x) the Conduit Lender Lenders other than VFCC may at their option elect to fund such Advance and (y) VFCC and the Institutional Lenders (except to the extent an Advance has been funded by its related Conduit Lender, if any) shall fund such Advance; provided that only Institutional Lenders shall be required to make Advances in any Alternative Currency. Notwithstanding anything to the contrary contained herein, the Conduit no Lender shall not be obligated to provide the Deal Agent or the Borrower with aggregate funds in connection with an Advance that would exceed (i) the Conduit such Lender’s unused Commitment then in effect or effect, (ii) in the case of Advances in Alternative Currencies, such Lender’s unused Alternative Currency Sub-Limit then in effect, (iii) the aggregate unused Commitments then in effect, (iv) in the case of Advances in Alternative Currencies, the aggregate unused Alternative Currency Sub-Limits then in effect or (v) the Availability, in each case on the date such Advance is to be made. Each Advance made by the Conduit a Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(iSections 2.9(a)(1)(i) and (b)(i) of this Agreement. Each Advance shall be made entirely in one Currency having one Interest Rate. The proceeds of each Advance shall be used to fund Loans in the Currency of such Advance. (c) On the terms and conditions hereinafter set forth, during During the Revolving Period, the Borrower may, at its option, request the Swingline Lender to increase the principal outstanding make advances of funds on an expedited basis under the Swingline Note (each such request, a “Swingline Funding Request”), each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-2 hereto. Subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Swingline Lender shall advance to the Borrower the amount requested under a Swingline Funding Request (each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not be obligated to provide the Borrower with aggregate funds in connection with a Swingline Advance that would exceed the least of (i) the Swingline Lender’s unused Commitment then in effect or effect, (ii) the aggregate unused Commitments then in effecteffect or (iii) the Availability on the date such Swingline Advance is to be made. Swingline Advances shall be made only in Dollars. Each Swingline Advance made by the Swingline Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(iSections 2.9(a)(1)(i) and (b)(i) of this Agreement. (d) The Borrower may, within sixty (60) 60 days but not less than forty-five (45) 45 days prior to the expiration of (x) the date on which each Liquidity Purchase Agreement is to expire in accordance with its terms, in the case of an extension of each Liquidity Purchase Agreement, (y) the Termination Date then in effect pursuant to clause (c) of the definition thereof, in the case of an extension of the Liquidity Purchase Agreement Termination Date or (z) the Commitment Termination Date then in effect, in the case of an extension of this Agreement, request by written notice make a request to (i) each Lender Agent with respect to a Conduit Lender for the Deal Agent for each applicable Liquidity Bank to extend the term of the their Liquidity Purchase Agreement for an additional period of 364 days, (ii) each Lender Agent for each Lender and the Swingline Lender, as applicable, to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iiiii) the Deal each Lender Agent and the Swingline Lender for the Conduit each Lender and the Swingline Lender, as applicable, to extend the Commitment Termination Date for an additional period of 364 days. Each of the Deal Lender Agent and the Swingline Lender, as applicable, will give prompt notice to the related Liquidity Bank, the Conduit Lender Bank or Swingline Lender, as applicable, of its receipt of such request, and each of the Liquidity Bank, the Conduit Lender Bank and the Swingline each Lender shall make a determination, each in its respective sole discretion, not less than fifteen (15) 15 days prior to the expiration of the related Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Deal Agent a Lender or the Swingline Lender a Liquidity Bank to provide timely notice of the Liquidity Bank’s, the Conduit Lender’s and the Swingline Lender’s its decision to the Borrower shall be deemed to constitute a refusal by the applicable Lender or Liquidity Bank, the Conduit Lender and the Swingline Lender Bank to extend the Commitment Termination Date or the term of the such Liquidity Bank’s Liquidity Purchase Agreement or this Agreement, as applicable. The Borrower confirms that the each Liquidity Bank, the Conduit Lender Bank and the Swingline each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term of such Liquidity Agreement Purchase Agreement, the date set forth in clause (c) of the definition of Termination Date or this Agreementthe Commitment Termination Date, as applicable. (e) The Borrower may, with the written consent of the Deal Agent, request that an existing Lender increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Deal Agent, add additional Persons as Lenders; provided, that: (i) if the addition of any Lender or the increase of any Lender’s Commitment would cause the aggregate Commitments of the Conduit Lenders and the Institutional Lenders to exceed $1,250,000,000, such addition or increase may be effected only with the consent of the Deal Agent and each Lender Agent; (ii) a proposed increase shall not increase the amount of the aggregate Alternative Currency Sub Limits without the consent of the Deal Agent and each Lender Agent; (iii) the Commitment of any Lender may only be increased with the prior written consent of such Lender; (iv) if any Conduit Lender is added as a new Lender, an Institutional Lender able to make Advances in Alternative Currencies simultaneously shall become a party to this Agreement; and (v) upon any such increase of an existing Lender’s Commitment or the addition of a new Lender, Annex B hereto shall be replaced with a revised Annex B reflecting the revised Commitments and/or Lenders. Each new Lender and Lender Agent shall become a party hereto by executing and delivering to the Deal Agent and the Borrower a Joinder Supplement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Existing Loan Funding and Servicing Agreement) of any Lender that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Existing Loan Funding and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) on the Closing Date and on each subsequent date on which a Lender shall become a party to this Agreement, the Borrower shall request Advances (including Advances in Alternative Currencies), on a non-pro rata basis, from each Lender becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances (including Advances in Alternative Currencies) of each other Lender until (A) the respective outstanding Advances of each Lender equal such Lender’s Pro Rata Share of all Advances Outstanding and (B) the respective outstanding Advances of each Lender in Alternative Currencies equal such Lender’s Pro Rata Share of all Advances Outstanding denominated in Alternative Currencies.

The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each of Lender Agent, the Deal Agent Swingline Lender and the Alternative Currency Swingline Lender, as applicable, at the applicable address set forth on the signature pages of Annex A to this Agreement, with respect to Advances in Dollars, a duly executed structured note in substantially the form of Exhibit B-1-a and, with respect to Advances in an Alternative Currency, a duly executed structured note in substantially the form of Exhibit B-1-b, (each a “Structured Note” ”), Exhibit B-2 (the “Swingline Note”) and collectivelyExhibit B-3 (the “Alternative Currency Swingline Note”, and together with the Structured Notes and the Swingline Note, the “Notes”), in substantially the form of Exhibits B-1 and B-2as applicable, dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment, Swingline Commitment or Alternative Currency Swingline Amount as of the Closing Date and otherwise duly completed. The Structured Each Note issued evidences, and at all times on and after the date hereof shall continue to evidence each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 (i) VFCC (and the Borrower hereby expressly affirms its prior grant of a security interest in the “VFCC Note”) Collateral” under the Existing Loan Funding and Servicing Agreement). Interest shall accrue, and each Note shall be in the name of “Wachovia Securities, LLCpayable, as the Deal Agent” and shall be in the face amount equal to $225,000,000, and (ii) the Swingline Lender (the “Swingline Note”), shall be in the name of “Wachovia Bank, National Association, as the Swingline Lender” and be in the face amount equal to $30,000,000described herein. (b) On the terms and conditions hereinafter set forth, during During the Revolving Period, the Borrower may, at its option, request the Conduit Lender Lenders and the Institutional Lenders to make advances of funds (each, an “Advance”) ), in Dollars or in any Alternative Currency under the VFCC Note Structured Notes, each such Funding Request to be substantially in the form of Exhibit A-1 hereto, in an aggregate amount up to the Availability and, in the case of Advances in Alternative Currencies, up to the Alternative Currency Sub-Limit, in each case as of the date of such requestthe proposed Advance. Following the receipt of a Funding Request, subject to the terms and conditions hereinafter set forth, during the Revolving Period, (x) the Conduit Lender Lenders other than VFCC may at their option elect to fund such Advance and (y) VFCC and the Institutional Lenders (except to the extent an Advance has been funded by its related Conduit Lender, if any) shall fund such Advance; provided, that any Institutional Lender which shares a Commitment collectively with a related Conduit Lender as set forth on Annex B shall not be obligated to make Advances in any Currency in which its related Conduit is able to make Advances. Notwithstanding anything to the contrary contained herein, the Conduit no Lender shall not be obligated to provide the Deal Agent or the Borrower with aggregate funds in connection with an Advance that would exceed (i) the Conduit such Lender’s unused Commitment then in effect or effect, (ii) in the case of Advances in Alternative Currencies, such Lender’s unused Alternative Currency Sub-Limit then in effect, (iii) the aggregate unused Commitments then in effect, (iv) in the case of Advances in Alternative Currencies, the unused Alternative Currency Sub-Limit then in effect or (v) the Availability, in each case on the date such Advance is to be made. Each Advance made by the Conduit a Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(iSections 2.9(a)(1)(i) and (b)(i) of this Agreement. (c) On the terms and conditions hereinafter set forth, during the Revolving Period, the Borrower may, at its option, request the Swingline Lender . Each Advance shall be made entirely in one Currency having one Interest Rate. The proceeds of each Advance shall be used to increase the principal outstanding on the Swingline Note (each such request, a “Swingline Funding Request”), each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially fund Loans in the form of Exhibit A-2 hereto. Subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Swingline Lender shall advance to the Borrower the amount requested under a Swingline Funding Request (each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not be obligated to provide the Borrower with aggregate funds in connection with a Swingline Advance that would exceed (i) the Swingline Lender’s unused Commitment then in effect or (ii) the aggregate unused Commitments then in effect. Each Swingline Advance made by the Swingline Lender hereunder is subordinated to the interests of the Hedge Counterparties under subsections 2.9(a)(i) and (b)(i) of this Agreement. (d) The Borrower may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of the Liquidity Purchase Agreement in the case of an extension of the Liquidity Purchase Agreement or the Commitment Termination Date in the case of an extension of this Agreement, by written notice make a request to (i) the Deal Agent for each applicable Liquidity Bank to extend the term of the Liquidity Purchase Agreement for an additional period of 364 days and (ii) the Deal Agent and the Swingline Lender for the Conduit Lender and the Swingline Lender, as applicable, to extend the Commitment Termination Date for an additional period of 364 days. Each of the Deal Agent and the Swingline Lender, as applicable, will give prompt notice to the Liquidity Bank, the Conduit Lender or Swingline Lender, as applicable, of its receipt Currency of such request, and each of the Liquidity Bank, the Conduit Lender and the Swingline Lender shall make a determination, each in its respective sole discretion, not less than fifteen (15) days prior to the expiration of the Liquidity Purchase Agreement or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested. The failure of the Deal Agent or the Swingline Lender to provide timely notice of the Liquidity Bank’s, the Conduit Lender’s and the Swingline Lender’s decision to the Borrower shall be deemed to constitute a refusal by the Liquidity Bank, the Conduit Lender and the Swingline Lender to extend the term of the Liquidity Purchase Agreement or this Agreement, as applicable. The Borrower confirms that the Liquidity Bank, the Conduit Lender and the Swingline Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Liquidity Agreement or this Agreement, as applicableAdvance.