Common use of Commitments to Purchase; Limits on Purchasers’ Obligations Clause in Contracts

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time prior to the Termination Date, the Seller may request that the Investors purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion, make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no Purchasers, one or more Liquidity Banks party to this Agreement in such Purchaser Group shall make such purchase (in any such case, each being a “Purchase”); provided that no Purchase shall be made by any Investor if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise)), (i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Asset Interest would exceed 100% (the “Allocation Limit”); and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such time, or (iii) the Asset Interest would exceed the Allocation Limit.

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time prior to the Termination Date, the Seller may request that the Investors PurchasersInvestors purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion, make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no Purchasers, one or more Liquidity Banks party to this Agreement in such Purchaser’s Purchaser Group shall make such purchase (in any such case, each being a “Purchase”); provided that no Purchase shall be made by any Investor if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise)), (i) the Invested Amount would exceed $160,000,000) (the “Purchase Limit Limit”) in effect at such time, (ii) the Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Asset Interest would exceed 100% (the “Allocation Limit”); and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such time, or (iii) the Asset Interest would exceed the Allocation Limit.

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time prior to the Termination Date, (i) with respect to the Committed Tranche, the Seller may request that the Investors purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion, make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no Purchasers, one or more Liquidity Banks party to this Agreement in such Purchaser Group shall make such purchase (in any such case, each being a “Committed Purchase”) and (ii) with respect to the Uncommitted Tranche, the Seller may request that the Investors purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion, make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no Purchasers, one or more Liquidity Banks party to this Agreement in such Purchaser Group may, in their sole discretion, make such purchase (in any such case, each being an “Uncommitted Purchase”, and each Uncommitted Purchase and Committed Purchase, each being a “Purchase”); provided that no Purchase shall be made by any Investor if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise)), (i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Asset Interest would exceed 100% (the “Allocation Limit”); provided, further that Seller may only make a Purchase request with respect to the Uncommitted Tranche in the event the Committed Tranche is fully drawn; provided, further that any increase in the Purchase Limit when Invested Amounts under the Uncommitted Tranche are outstanding shall constitute a deemed Purchase request in an amount equal to the lesser of (i) such increased Purchase Limit and (ii) the outstanding Uncommitted Tranche Invested Amounts, and the proceeds of such deemed Purchase shall be applied in reduction, in whole or in part, of such Uncommitted Tranche Invested Amounts; and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such time, or (iii) the Asset Interest would exceed the Allocation Limit.

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time during the Revolving Period, prior to the Termination Date, the Seller may request that the Investors Purchasers purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers Yorktown Purchaser may, in their its sole discretion, make such purchasepurchase or, or (b) if (x) any Yorktown Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no Purchaserspurchase, one or more Liquidity Banks party to this Agreement in such Purchaser Group the Yorktown Investors shall make such purchase (in any such case, each being a “Purchase”); provided that no Purchase shall be made by any Investor Purchaser if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise))thereto, (i) the Invested Amount would exceed $125,000,000 (as adjusted pursuant to Section 3.2(b)) (the “Purchase Limit in effect at such timeLimit”), (ii) the Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Invested Amount would exceed the related Purchaser Group Limit in effect at such time or (iii) the Asset Interest Interest, expressed as a percentage of Net Pool Balance, would exceed 100% (the “Allocation Limit”); and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such timeLimit, (ii) the Purchaser any Purchase Group Invested Amount of any shall exceed the related Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such timeLimit, or (iii) the Asset Interest Interest, expressed as a percentage of Net Pool Balance would exceed the Allocation Limit.

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time prior to the Termination Date, the Seller may request that the Investors Purchasers purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion, make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no PurchasersPurchase, one or more Liquidity Banks party to this Agreement in such Purchaser’s Purchaser Group shall make such purchase (in any such case, each being a “Purchase”); provided that no Purchase shall be made by any Investor if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise)), (i) the Invested Amount would exceed $100,000,000) (the “Purchase Limit in effect at such timeLimit”), (ii) the Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Asset Interest would exceed 100% (the “Allocation Limit”); and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such timeLimit, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such timeGroup, or (iii) the Asset Interest would exceed the Allocation Limit.

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time during the Revolving Period, prior to the Termination Date, the Seller may request that the Investors Purchasers purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers Blue Ridge shall and Liberty Street may, in their its sole discretion, make such purchasepurchase or, or (b) if (x) any Purchaser in a Purchaser Group Liberty Street shall decline to make such Purchase or (y) any Purchaser Group has no Purchaserspurchase, one or more Liquidity Banks party to this Agreement in such Purchaser Group the Liberty Street Investors shall make such purchase (in any such case, each being a “"Purchase”"); provided that no Purchase shall be made by any Investor Purchaser if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise))thereto, (ia) the Invested Amount would exceed $150,000,000 (as adjusted pursuant to Section 3.2(b)) (the "Purchase Limit in effect at such timeLimit"), (iib) the such Purchaser Group's Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s the related Purchaser Group Limit in effect at such time or (iiic) the Asset Interest Interest, expressed as a percentage of Net Pool Balance, would exceed 100% (the “"Allocation Limit”"); and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such timeLimit, (ii) the Purchaser any Purchase Group Invested Amount of any shall exceed the related Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such timeLimit, or (iii) the Asset Interest Interest, expressed as a percentage of Net Pool Balance would exceed the Allocation Limit.

Commitments to Purchase; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time to time prior to the Termination Date, the Seller may request that the Investors Purchasers purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion, make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no PurchasersPurchase, one or more Liquidity Banks party to this Agreement in such Purchaser’s Purchaser Group shall make such purchase (in any such case, each being a “Purchase”); provided that no Purchase shall be made by any Investor if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise)), (i) the Invested Amount would exceed $150,000,000) (the “Purchase Limit in effect at such timeLimit”), (ii) the Purchaser Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Asset Interest would exceed 100% (the “Allocation Limit”); and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided, however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase) (i) the Invested Amount would exceed the Purchase Limit in effect at such timeLimit, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such timeGroup, or (iii) the Asset Interest would exceed the Allocation Limit.