Common use of Notice of Purchase Clause in Contracts

Notice of Purchase. Except as set forth in Section 1.3, each Purchase shall be made pursuant to a Notice of Purchase delivered by Seller and received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice of Purchase shall specify (A) the desired Purchase Price and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.

Notice of Purchase. Except Each Purchase of SCC Pool Receivables, ISC Pool Receivables or Lease Pool Receivables, as set forth in Section 1.3the case may be, each Purchase shall be made pursuant on notice from any Seller or the Servicer (on behalf of all Sellers) to a Notice of Purchase delivered by Seller and received by the applicable Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second third (2nd3rd) Business Day preceding the date of such proposed PurchasePurchase and Purchases of SCC Pool Receivables, Lease Pool Receivables and ISC Pool Receivables may be made in one notice to all three Administrative Agents. Each Any such Notice notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Asset Interest Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase and any other Purchase proposed to be made on such dayPurchase; provided, however, that Seller that, Sellers (and the Servicer on their behalf) shall not requestsubmit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser GroupGroup shall, subject to the terms and conditions hereof, shall make its such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) belowbelow on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the foregoing paragraph (it being understood that any such notice received by the applicable Administrative Agent after 11:00 a.m. (New York City time) shall be deemed to have been received on the following Business Day) the applicable Administrative Agent shall deliver a copy of such Purchase notice to each Purchaser Agent and the other Administrative Agents (or shall advise each Purchaser Agent and the other Administrative Agents as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser Group in accordance with each Purchaser Group’s Ratable Share.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase shall be made pursuant on notice from Seller to Administrative Agent and each Purchaser Agent in the form of a Purchase Notice of Purchase delivered by Seller attached hereto as Exhibit I and received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice notice of a proposed Purchase shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, Share and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that that, Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) 4 Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of such Purchase. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of such PurchasePurchase or if any Purchaser Group does not contain a Conduit Purchaser, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase shall be made pursuant on notice from Seller to a Notice of Purchase delivered by Seller Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice notice of a proposed Purchase shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, Share and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that that, Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) 4 Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of such PurchasePurchase or if any Purchaser Group does not contain a Conduit Purchaser, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.

Notice of Purchase. Except Each Purchase of SCC Pool Receivables, ISC Pool Receivables, MTM Lease Pool Receivables, or Lease Pool Receivables, as set forth in Section 1.3the case may be, each Purchase shall be made pursuant on notice from any Seller or the Servicer (on behalf of all Sellers) to a Notice of Purchase delivered by Seller and received by the Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second third (2nd3rd) Business Day preceding the date of such proposed PurchasePurchase and Purchases of SCC Pool Receivables, Lease Pool Receivables, MTM Lease Pool Receivables, and ISC Pool Receivables, may be made in one notice to the Administrative Agent. Each Any such Notice notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable SharePurchase, and (C) a pro forma calculation of the Asset Interest Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase and any other Purchase proposed to be made on such dayPurchase; provided, however, that Seller that, Sellers (and the Servicer on their behalf) shall not requestsubmit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser GroupGroup shall, subject to the terms and conditions hereof, shall make its such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) belowbelow on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the foregoing paragraph (it being understood that any such notice received by the Administrative Agent after 11:00 a.m. (New York City time) shall be deemed to have been received on the following Business Day) the Administrative Agent shall deliver a copy of such Purchase notice to each Purchaser Agent (or shall advise each Purchaser Agent as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser Group in accordance with each Purchaser Group’s Ratable Share.

Notice of Purchase. Except as set forth in Section 1.3, each Purchase and the payment of the related Cash Purchase Price hereunder shall be made pursuant to a Notice of Purchase delivered by Seller and received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice of Purchase shall specify (A) the desired requested Cash Purchase Price and for such proposed Purchase (which shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof), (B) the date of such proposed Purchase (which shall be a Business Day), (BC) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (CD) a pro forma calculation of the Asset Interest Portfolio after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.

Notice of Purchase. Except Each Purchase of SCC Pool Receivables, ISC Pool Receivables, MTM Lease Pool Receivables, or Lease Pool Receivables, as set forth in Section 1.3the case may be, each Purchase shall be made pursuant on notice from any Seller or the Servicer (on behalf of all Sellers) to a Notice of Purchase delivered by Seller and received by the Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed PurchasePurchase and Purchases of SCC Pool Receivables, Lease Pool Receivables, MTM Lease Pool Receivables, and ISC Pool Receivables, may be made in one notice to the Administrative Agent. Each Any such Notice notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable SharePurchase, and (C) a pro forma calculation of the Asset Interest Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase and any other Purchase proposed to be made on such dayPurchase; provided, however, that Seller that, Sellers (and the Servicer on their behalf) shall not requestsubmit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser GroupGroup shall, subject to the terms and conditions hereof, shall make its such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) belowbelow on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the foregoing paragraph (it being understood that any such notice received by the Administrative Agent after 11:00 a.m. (New York City time) shall be deemed to have been received on the following Business Day) the Administrative Agent shall deliver a copy of such Purchase notice to each Purchaser Agent (or shall advise each Purchaser Agent as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser Group in accordance with each Purchaser Group’s Ratable Share.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase shall be made pursuant on notice from Seller to a Notice of Purchase delivered by Seller Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice notice of a proposed Purchase shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, Share and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that that, Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) 4 Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of such PurchasePurchase or if any Purchaser Group does not contain a Conduit Purchaser, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase shall be made pursuant on notice from Seller to a Notice of Purchase delivered by Seller Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice notice of a proposed Purchase shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase from Seller by Purchaser shall be made pursuant on notice from Seller to a Notice the Agent (substantially in the form of Purchase delivered by Seller and Exhibit 1.02 ) received by Administrative Agent and each Purchaser the Agent not later than 11:00 a.m. 12:00 noon (New York City time) on the second (2nd) last Business Day of the calendar week preceding the date of such proposed Purchase. Each such Notice of Purchase shall specify (A) the desired Purchase Price and date of such proposed Purchase (which shall be the last Business Day of the calendar week following the date of such notice). Each such notice of a Business Day)proposed Purchase shall specify the desired amount and date of such Purchase and the requested Yield Periods, (B) funding sources and allocations thereto of the Purchaser's Total Investment associated with such Purchase; it being understood and agreed , that the Purchaser shall have no obligation or commitment to fund any Purchase or any Asset Tranche with Commercial Paper Notes, but may agree to do so at its option. The Agent will notify the Purchaser of the request for a Purchase and the terms thereof. The Purchaser shall notify the Agent as to whether the proposed Yield Period, funding sources and allocations of the amount of such proposed Purchase to be allocated such Yield Period are reasonably acceptable to each Purchaser Group in accordance with each Purchaser Group’s Ratable Shareit, and (C) a pro forma calculation if not, what Yield Periods and allocations are acceptable to it. If the Purchaser and the Seller can not agree on terms prior to the close of business on the Asset Interest after giving effect date of such notice, then the Purchaser shall allocate the Purchaser's Tranche Investment relating to such Purchase and any other Purchase proposed to be made on such day; providedAsset Tranches accruing Earned Discount at the Adjusted Eurodollar Rate or the CP Rate, however, that Seller shall not request, and as selected by the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, for Yield Periods of not more than 30 days (as selected by the Agent); it being understood and agreed , that if the Purchaser is then able to make its Ratable Share issue Commercial Paper Notes in respect of a Purchase requested of it pursuant to this Section 1.2(a) subject to transaction, the terms and conditions hereof, such Conduit Purchaser Agent shall make such Purchase by transferring allocate such amount in accordance with clause (b) below on to an Asset Tranche accruing Earned Discount at the requested date of Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) belowCP Rate.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase from Seller by Purchaser shall be made pursuant on notice from Seller to a Notice the Agent (substantially in the form of Purchase delivered by Seller and Exhibit 1.02) received by Administrative Agent and each Purchaser the Agent not later than 11:00 a.m. 12:00 noon (New York City timeCity) time on the second (2nd) last Business Day of the calendar week preceding the date of such proposed Purchase. Each such Notice of Purchase shall specify (A) the desired Purchase Price and date of such proposed Purchase (which shall be the last Business Day of the calendar week following the date of such notice). Each such notice of a Business Day)proposed Purchase shall specify the desired amount and date of such Purchase and the requested Yield Periods, (B) funding sources and allocations thereto of the Purchaser's Total Investment associated with such Purchase; it being understood and agreed, that the Purchaser shall have no obligation or commitment to fund any Purchase or any Asset Tranche with Commercial Paper Notes, but may agree to do so at its option. The Agent will notify the Purchaser of the request for a Purchase and the terms thereof. The Purchaser shall notify the Agent as to whether the proposed Yield Period, funding sources and allocations of the amount of such proposed Purchase to be allocated such Yield Period are reasonably acceptable to each Purchaser Group in accordance with each Purchaser Group’s Ratable Shareit, and (C) a pro forma calculation if not, what Yield Periods and allocations are acceptable to it. If the Purchaser and the Seller cannot agree on terms prior to the close of business on the Asset Interest after giving effect date of such notice, then the Purchaser shall allocate the Purchaser's Tranche Investment relating to such Purchase and any other Purchase proposed to be made on such day; providedAsset Tranches accruing Earned Discount at the Adjusted Eurodollar Rate or the CP Rate, however, that Seller shall not request, and as selected by the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share for Yield Periods of a Purchase requested of not more than 30 days (as selected by the Agent); it pursuant to this Section 1.2(a) subject to the terms being understood and conditions hereofagreed, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.that if

Notice of Purchase. Except Each Purchase of SCC Pool Receivables or ISC Pool Receivables, as set forth in Section 1.3the case may be, each Purchase shall be made pursuant on notice from any Seller or the Servicer (on behalf of all Sellers) to a Notice of Purchase delivered by Seller and received by the applicable Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second third (2nd3rd) Business Day preceding the date of such proposed PurchasePurchase and Purchases of SCC Pool Receivables and ISC Pool Receivables may be made in one notice to both Administrative Agents. Each Any such Notice notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Asset Interest Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase and any other Purchase proposed to be made on such dayPurchase; provided, however, that Seller that, Sellers (and the Servicer on their behalf) shall not requestsubmit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser GroupGroup shall, subject to the terms and conditions hereof, shall make its such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) belowbelow on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the foregoing paragraph (it being understood that any such notice received by the applicable Administrative Agent after 11:00 a.m. (New York City time) shall be deemed to have been received on the following Business Day) the applicable Administrative Agent shall deliver a copy of such Purchase notice to each Purchaser Agent and the other Administrative Agent (or shall advise each Purchaser Agent and the other Administrative Agent as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser Group in accordance with each Purchaser Group’s Ratable Share.

Notice of Purchase. Except as set forth in Section 1.3, each Each Purchase shall be made pursuant on notice from Seller to a Notice of Purchase delivered by Seller Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding preceding1:00 p.m. (New York City time) on the date of such proposed Purchase. Each such Notice notice of a proposed Purchase shall specify (A) the desired Purchase Price amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, Share and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that that, Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) 4 Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested date of PurchasePurchase Date. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of such PurchasePurchase or if any Purchaser Group does not contain a Conduit Purchaser, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below.