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 No later than 5:00 p.m. New York City time on any day that the Company purchases Shares pursuant to the Repurchase Program during the Purchase Period (a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in Section 1.3the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each Purchase restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be made adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a Notice computation 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 a schedule of such proposed Purchase the Other Purchases (which including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be a Business Day)carried over to the next Settlement Date (as defined below) if any, (B) the amount of until all such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable excluded fractional amounts equal at least one whole Share, and (C) a pro forma calculation of at which point such Share shall be purchased by the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made Company 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) belowSettlement Date.

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 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 On the second (2nd) Business Day immediately preceding the date on which Bonds are subject to tender for purchase by Dexia pursuant to the Indenture, the Issuer shall require the Remarketing Agent to give written notice to Dexia by facsimile, in the form of such proposed Purchase. Each such Notice Exhibit E, of Purchase shall specify (A) the desired Purchase Price and date of such proposed Purchase (which shall be a Business Day), (B) the principal amount of such proposed Purchase Bonds to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Sharetendered on the next Business Day for which, and (C) a pro forma calculation as of the Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day4:00 p.m., it did not have commitments for purchase; provided, however, that Seller shall not request, and the Purchasers shall not be required failure of the Remarketing Agent to fund, more than six (6) Purchases per calendar month (for the avoidance provide such Notice of doubt, this Unremarketed Bonds shall not, howeverof itself, restrain negate the making obligation of Reinvestments of Collections in accordance with the terms Dexia to purchase Bonds upon 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 otherwise provided hereunder. By no later than 11:00 a.m. on the requested date Business Day on which Bonds are subject to an optional tender or mandatory purchase, the Trustee shall give written notice of Purchase. purchase, by facsimile, in the form of Exhibit A. If any Conduit Purchaser is unwilling Dexia receives such notice at or unable for any reason to make its Ratable Share of such Purchasebefore 11:00 a.m., and subject to the terms and satisfaction of the conditions set forth in Section 5.02 hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject Dexia will transfer to the terms and conditions hereofTrustee not later than 2:30 p.m. on such date (a “Purchase Date”), shall make its Ratable Share in immediately available funds, an amount equal to the aggregate Purchase Price of all or such portion of such Purchase Eligible Bonds as requested by transferring the Trustee. Bonds purchased pursuant to this Section 2.02(a) shall be registered in the name of Dexia, or if directed in writing by Dexia its nominee or designee, on the Bond Register and shall be promptly delivered to the Trustee to be held as Purchased Bonds or as Dexia may otherwise direct in writing, and prior to such amount delivery shall be held in accordance with clause (btrust by the Trustee for the benefit of Dexia. If the Bonds purchased pursuant to this Section 2.02(a) beloware Book Entry Bonds, the beneficial ownership of such Bonds shall be credited to the account of Dexia, or if directed in writing by Dexia, the Trustee or other nominee or designee of Dexia, maintained at DTC.

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 If the Purchasers receive from the Trustee a Purchase Notice pursuant to Section 7.02 hereof and the provisions of the Indenture not later than 12:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or any subsequent date, the Purchasers shall, subject to satisfaction of the requirements of Article III hereof, transfer to the Trustee not later than 2:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or such subsequent date, as applicable, in immediately available funds, an amount equal to (i) the aggregate Purchase Price of all Series 2016 Bonds tendered or deemed tendered for purchase on or before such date, less (ii) proceeds deposited or to be deposited in the Remarketing Account (as such term is defined in the Indenture) from a Remarketing in accordance with the Indenture, if any, less (iii) any monies deposited in the Reserve Fund (as such term is defined in the Indenture) and transferred into the Initial Bonds Standby Bond Purchase Account (as such term is defined in the Indenture) pursuant to Section 2.17(d)(i) of the Indenture. If, pursuant to Section 7.02 hereof and the provisions of the Indenture, the Purchasers receive from the Trustee a Purchase Notice later than 12:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or any subsequent date, the Purchasers shall, subject to satisfaction of the requirements of Article III hereof, transfer to the Trustee not later than 2:00 p.m. (New York time) on the immediately succeeding Business Day, in immediately available funds, an amount equal to (i) the aggregate Purchase Price of all Series 2016 Bonds tendered or deemed tendered for purchase on or before such date, less (ii) proceeds deposited or to be deposited in the Remarketing Account (as such term is defined in the Indenture) from a Remarketing in accordance with the Indenture, if any, less (iii) any monies deposited in the Reserve Fund (as such term is defined in the Indenture) and transferred into the Initial Bonds Standby Bond Purchase Account (as such term is defined in the Indenture) pursuant to Section 2.17(d)(i) of the Indenture. The Trustee shall also provide telephonic notice to the Purchasers of the delivery of such Purchase Notice at the telephone number for such notice set forth in Section 1.3, each 7.02. A Purchase Notice shall be made pursuant to a Notice of Purchase delivered irrevocable after delivery thereof 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 PurchaseTrustee. 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 Neither the Purchasers nor the District shall not be required have any responsibility for, nor incur any liability in respect of, any act or any failure to fund, more than six (6) Purchases per calendar month (for act by the avoidance Trustee that results in the Trustee’s failure to effect the purchase of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance Series 2016 Bonds 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 funds provided 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 2.02(a). (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 Purchase shall be made pursuant The Company is required to a give notice (the “Notice of Purchase”) to the Holders on a date that is no less than 20 Business Days prior to the applicable 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 PurchaseDate. Each such The Notice of Purchase shall specify be delivered to all Holders at their respective addresses shown in the Securities Register and to beneficial owners as required by law, and shall include the following information: (Aa) the desired name and address of the Paying Agent; (b) that the Purchase Notice must be delivered by each Holder electing to have the Company repurchase such Holder’s Securities (or a portion thereof) as of the applicable Purchase Date, to the Paying Agent (c) the Notice of Purchase shall include a form of Purchase Notice; (d) that the Securities must be surrendered (by physical delivery at the office of the Paying Agent in the case of certificated Securities, or otherwise by book-entry transfer) to the Paying Agent to collect payment; (e) that the Purchase Price for any Security as to which a Purchase Notice has been given and date not withdrawn will be paid promptly following the later of the applicable Purchase Date and the time of surrender of such proposed Purchase Security; (which shall be f) a Business Day), brief summary of the conversion rights of the Securities; (Bg) the amount procedures for withdrawing a Purchase Notice and a sample form of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and Notice of Withdrawal; and (Ch) a pro forma calculation the CUSIP number or numbers of the Asset Interest after giving effect to such Purchase Securities being purchased. At the Company’s request, the Trustee shall give the Notice of Optional Repurchase in the Company’s name and any other Purchase proposed to be made on such dayat the Company’s expense; 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 ablethat, in its sole discretionall cases, 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 text of such Purchase, subject to Notice of Optional Repurchase shall be prepared by 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) belowCompany.

Notice of Purchase. Except The Company’s notice of election to purchase shall be sent to the Holders (and to beneficial owners as set forth required by applicable law) in the manner provided in Section 1.314.02 at the time specified in Section 3.08(c) or (d), each as applicable (the “Company Notice”). Such Company Notice shall contain the following information: (i) the Purchase shall Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be made accrued and payable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to a Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of Purchase delivered by Seller and received by Administrative this Indenture; (iv) that Securities must be surrendered to the Paying Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on to collect payment of 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 contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such proposed Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (which shall be including, without limitation, for a Business Dayconditional withdrawal pursuant to the terms of Section 3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price and contingent interest, if any, Original Issue Discount and interest (including contingent interest), if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (Bx) 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 CUSIP number of the Asset Interest after giving effect to Securities. At the Company’s request, the Trustee shall give such Purchase Company Notice in the Company’s name and any other Purchase proposed to be made on such dayat the Company’s expense; 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 ablethat, in its sole discretionall cases, 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 text of such Purchase, subject to Company Notice shall be prepared by 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) belowCompany.

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 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 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 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.

Notice of Purchase. Except The Company’s notice of election to purchase shall be sent to the Holders (and to beneficial owners as set forth required by applicable law) in the manner provided in Section 1.314.02 at the time specified in Section 3.08(c) or (d), each as applicable (the “Company Notice”). Such Company Notice shall contain the following information: (i) the Purchase shall Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be made accrued and payable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to a Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of Purchase delivered by Seller and received by Administrative this Indenture; (iv) that Securities must be surrendered to the Paying Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on to collect payment of 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 contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such proposed Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; (viii) the procedures for withdrawing a Purchase Notice (which shall be including, without limitation, for a Business Dayconditional withdrawal pursuant to the terms of ection 3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price and contingent interest, if any, Original Issue Discount and interest (including contingent interest), if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (Bx) 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 CUSIP number of the Asset Interest after giving effect to Securities. At the Company’s request, the Trustee shall give such Purchase Company Notice in the Company’s name and any other Purchase proposed to be made on such dayat the Company’s expense; 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 ablethat, in its sole discretionall cases, 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 text of such Purchase, subject to Company Notice shall be prepared by 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) belowCompany.

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 If the Purchasers receive from the Trustee a Purchase Notice pursuant to Section 7.02 hereof and the provisions of the Indenture not later than 12:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or any subsequent date, the Purchasers shall, subject to satisfaction of the requirements of Article III hereof, transfer to the Trustee not later than 2:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or such subsequent date, as applicable, in immediately available funds, an amount equal to (i) the aggregate Purchase Price of all Series 2016 Bonds tendered or deemed tendered for purchase on or before such date, less (ii) proceeds deposited or to be deposited in the Remarketing Account (as such term is defined in the Indenture) from a Remarketing in accordance with the Indenture, if any, less (iii) any monies deposited in the Reserve Fund (as such term is defined in the Indenture) and transferred into the Initial Bonds Standby Bond Purchase Account (as such term is defined in the Indenture) pursuant to Section 2.17(d)(i) of the Indenture. If, pursuant to Section 7.02 hereof and the provisions of the Indenture, the Purchasers receive from the Trustee a Purchase Notice later than 12:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or any subsequent date, the Purchasers shall, subject to satisfaction of the requirements of Article III hereof, transfer to the Trustee not later than 2:00 p.m. (New York time) on the immediately succeeding Business Day, in immediately available funds, an amount equal to (i) the aggregate Purchase Price of all Series 2016 Bonds tendered or deemed tendered for purchase on or before such date, less (ii) proceeds deposited or to be deposited in the Remarketing Account (as such term is defined in the Indenture) from a Remarketing in accordance with the Indenture, if any, less (iii) any monies deposited in the Reserve Fund (as such term is defined in the Indenture) and transferred into the Initial Bonds Standby Bond Purchase Account (as such term is defined in the Indenture) pursuant to Section 2.17(d)(i) of the Indenture. The Trustee shall also provide telephonic notice to the Purchasers of the delivery of such Purchase Notice at the telephone number for such notice set forth in Section 1.3, each 7.02. A Purchase Notice shall be made pursuant to a Notice of Purchase delivered irrevocable after delivery thereof 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 PurchaseTrustee. 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 Neither the Purchasers nor the District shall not be required have any responsibility for, nor incur any liability in respect of, any act or any failure to fund, more than six (6) Purchases per calendar month (for act by the avoidance Trustee that results in the Trustee’s failure to effect the purchase of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance Series 2016 Bonds 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 funds provided 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) below2.02(a).

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, 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.