Common use of The Variable Funding Notes Clause in Contracts

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers shall make such Advance in an amount equal to their Pro Rata Share of such requested Advance; provided that, in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser the WBNA Agent at its address set forth on the signature pages of Annex A to this Agreement, and (ii) on each date on which an Additional additional Purchaser purchases a Variable Funding Note, to the related Additional additional Purchaser Agent at the address designated by such Additional additional Purchaser Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A) WBNA shall be in the name of “▇▇▇▇▇ Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC), as the WBNA Agent” and shall be in the face amount equal to up to $326,000,000 145,743,636.80 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers each such Purchaser shall make such Advance in an amount equal to their Pro Pro-Rata Share of such requested Advance; provided that, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each the WBNA Agent and the Swingline Purchaser Agent at its address set forth on the signature pages of Annex A to this Agreement, and (ii) on each date on which an Additional additional Purchaser purchases a Variable Funding Note, to the related Additional additional Purchaser Agent at the address designated by such Additional additional Purchaser Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(Aa) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 400,000,000 and otherwise duly completed, (Bb) Fairway, the Swingline Purchaser shall be in the name of “BMO Capital Markets Corp.Wachovia Bank, National Association, as the Fairway AgentSwingline Purchaser” and shall be in the a face amount equal to $101,875,000 and otherwise duly completed25,000,000, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2c) an Additional additional Purchaser shall be in the name of such Additional additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers each such Purchaser shall make such Advance in an amount equal to their Pro Pro-Rata Share of such requested Advance; provided that, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of this Agreement. (c) [Reserved]On the terms and conditions hereinafter set forth, from the Closing Date to but excluding the Termination Date, the Seller may, at its option, request the Swingline Purchaser to advance funds to the Seller on an expedited basis, each such Swingline Funding Request to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-1-S hereto, and the Swingline Purchaser shall advance to the Seller the amount requested under a Swingline Funding Request (each, a “Swingline Advance”). Notwithstanding anything to the contrary contained herein, the Swingline Purchaser shall not be obligated to provide the Seller with aggregate funds in connection with a Swingline Advance that would exceed the aggregate unused Commitment then in effect. (d) The Seller may, within sixty (60) 120 days but not less than forty-five (45) 60 days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this AgreementAgreement (the “Extension Notice Period”), by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, (ii) for each Purchaser Agent to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend and/or the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their its sole discretion, not less than fifteen (15) 30 days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) Facility Termination Date as to whether or not it will agree to the applicable extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity AgreementFacility Termination Date, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their its sole and absolute discretion, without regard to the value or performance of the Collateral Assets or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (c) of the definition of Termination Date or the Facility Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that add additional Persons as Purchasers or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as PurchasersAmount; provided, that: provided that (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment hereunder would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000750,000,000, such addition or increase may only be effected only with the prior written consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such PurchaserPurchaser and the Administrative Agent. Each new Purchaser and Purchaser Agent shall become a party hereto hereto, by executing and delivering to the Administrative Agent and the Seller Seller, an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined assumption agreement substantially in the Original Sale and Servicing Agreement) form of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances OutstandingExhibit L evidencing its assumed Commitment hereunder.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller Borrower shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, B to each Purchaser Lender Agent at for the benefit of its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1Lenders. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A) WBNA ▇▇▇▇▇ Fargo shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase ▇▇▇▇▇ Fargo Bank, National Association” and shall be in the face amount equal to up to $163,000,000 125,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the . The aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from during the Closing Date to, but excluding the Termination DateRevolving Period, the Seller Borrower may, at its option, request the Purchasers Lenders to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers each such Lender shall make such Advance in an amount equal to their Pro Pro-Rata Share of such requested Advance; provided that, that in no event shall the Purchasers Lenders make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser Lender shall be obligated to provide its Purchaser Lender Agent or the Seller Borrower with aggregate funds in connection with an Advance that would exceed such PurchaserLender’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 400,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 125,000,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 200,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 200,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 75,000,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers shall make such Advance in an amount equal to their Pro Rata Share of such requested Advance; provided that, in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address their respective addresses set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 90,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided provided, that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers shall make such Advance in an amount equal to their Pro Pro-Rata Share of such requested Advance; provided thatprovided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(12.9(a)(i) and Section 2.10(a)(22.10(a)(i) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, days and (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 daysDate. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date Agreement or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 100,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 31,250,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 50,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 50,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 18,750,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers shall make such Advance in an amount equal to their Pro Rata Share of such requested Advance; provided that, in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(2) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000250,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address their respective addresses set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $326,000,000 100,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $101,875,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $163,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $163,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $61,125,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided provided, that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date, the Seller may, at its option, request the Purchasers to make advances of funds under the VFNs (each, an “Advance”) and the Purchasers shall make such Advance in an amount equal to their Pro Pro-Rata Share of such requested Advance; provided thatprovided, that in no event shall the Purchasers make any Advance if, after giving effect to such Advance the aggregate Advances Outstanding hereunder would exceed the lesser of (i) the Facility Amount or (ii) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Seller with aggregate funds in connection with an Advance that would exceed such Purchaser’s unused Commitment then in effect. Each Advance made by the Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(12.9(a)(i) and Section 2.10(a)(22.10(a)(i) of this Agreement. (c) [Reserved]. (d) The Seller may, within sixty (60) days but not less than forty-five (45) days prior to the expiration of any Liquidity Agreement in the case of an extension of any Liquidity Agreement or the date set forth in clause (c) of the definition of Termination Date in the case of an extension of this Agreement, by written notice to each Purchaser Agent, make a request (i) for each applicable Liquidity Bank to extend the term of such Liquidity Agreement for an additional period of 364 days, days and (ii) for each Purchaser to extend the date set forth in clause (c) of the definition of Termination Date for an additional period of 364 days and (iii) for each Purchaser to extend the Facility Termination Date for an additional period of 364 daysDate. Each Purchaser Agent will give prompt notice to the applicable Purchaser and each applicable Liquidity Bank of its receipt of such request, and each Purchaser and each Liquidity Bank shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the expiration of the date set forth in clause (c) of the definition of Termination Date or the expiration of any Liquidity Agreement (as applicable) as to whether or not it will agree to the extension requested. The failure of a Purchaser Agent or a Liquidity Bank to provide timely notice of its decision to the Seller shall be deemed to constitute a refusal by such Purchaser or such Liquidity Bank (as applicable) to extend the Facility Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the Liquidity Agreement, respectively. The Seller confirms that each Liquidity Bank and each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend any Liquidity Agreement, the Facility Termination Date Agreement or the date set forth in clause (c) of the definition of Termination Date (as applicable). (e) The Seller may, with the written consent of the Administrative Agent, request that an existing Purchaser increase its Commitment in connection with a corresponding increase in the Facility Amount or, with the written consent of the Administrative Agent, add additional Persons as Purchasers; provided, that: (i) if the addition of any Purchaser or the increase of any Purchaser’s Commitment would cause the aggregate Commitments of the Purchasers to exceed $2,000,000,000, such addition or increase may be effected only with the consent of the Administrative Agent and each Purchaser Agent and (ii) the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser and Purchaser Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Seller an Additional Purchaser Agreement. (f) Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that: (i) any outstanding “Advances” (under and as defined in the Original Sale and Servicing Agreement) of any Purchaser that exist as of the Closing Date hereof shall, subject to the remainder of this Section 2.1(f), be deemed to be Advances outstanding for all purposes of this Agreement and the other Transaction Documents; (ii) any outstanding “Hedge Transactions” (under and as defined in the Original Sale and Servicing Agreement) of any Hedge Counterparty that exist as of the Closing Date hereof shall be deemed to be Hedge Transactions outstanding for all purposes of this Agreement and the other Transaction Documents; and (iii) until the date following the Closing Date when the outstanding Advances of each Purchaser (and on each subsequent date on which a Purchaser shall become a party to this Agreement) equal such Purchaser’s Pro Rata Share of all Advances Outstanding, the Seller shall request Advances, on a non-pro rata basis, from each Purchaser whose outstanding Advances do not yet equal their respective Pro Rata Share of all Advances Outstanding on the date so requested or that are becoming a party to this Agreement as of the Closing Date or such later date, as applicable, and shall use the proceeds of such Advances to reduce outstanding Advances of each other Purchaser until the respective outstanding Advances of each Purchaser equal such Purchaser’s Pro Rata Share of all Advances Outstanding.