Common use of Notice of Purchases and Purchase Requests Clause in Contracts

Notice of Purchases and Purchase Requests. Except as set forth in Section 1.3, each Committed Purchase shall be made pursuant to a Notice of Purchase in accordance with clause (i) below and each Uncommitted Purchase, if any, shall be made pursuant to a Purchase Request in accordance with clause (ii) below; 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). (i) With respect to any Committed Purchase, Seller shall deliver a Notice of Purchase to 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 Committed Purchase. Each Notice of Purchase shall specify (A) the desired Committed Purchase Price and date of such proposed Committed Purchase (each such date, a “Requested Committed 755931971 16509877 Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Committed 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 Committed Purchase and any other Purchase proposed to be made on such day. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Committed Purchase requested of it pursuant to this Section 1.2(a)(i) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Committed 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 Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. (ii) With respect to any Uncommitted Purchase, Seller shall deliver a Purchase Request to Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the fifteenth (15th) Business Day preceding the date of such proposed Uncommitted Purchase. Each Purchase Request shall specify (A) the desired Uncommitted Purchase Price and date of such proposed Uncommitted Purchase (each such date, a “Requested Uncommitted Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Uncommitted Purchase to be initially allocated (unless otherwise agreed by each of the Purchaser Agents in writing) to each Purchaser Group in accordance with each Purchaser Group’s Uncommitted Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Uncommitted Purchase and any other Purchase proposed to be made on such day. Each Purchaser Agent shall promptly forward each Purchase Request received by it to the Purchasers in its Purchaser Group. Each Purchaser Agent shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the related Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of the related Purchase Request with respect to any Purchaser Group pursuant to this clause (ii), a “Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Purchaser Group, shall be deemed a rejection by the Purchasers in such Purchaser Group to make such requested Uncommitted Purchase. (A) In the event that one or more Purchaser Groups reject (or is deemed to have rejected) any requested Uncommitted Purchase (any such Purchaser Group, solely with respect to the related Purchase Request, a “Rejecting Purchaser Group”), Seller may send a written request (each such request, a “Supplemental Purchase Request”) to the Administrative Agent and the Purchaser Agents for each of the Purchaser Groups that delivered a Purchase Acceptance (any such Purchaser Group, solely with respect to the related Purchase Request, an “Accepting Purchaser Group”), no later than 1:00 p.m. (New York City time) three (3) Business Days 755931971 16509877 prior to the related Requested Uncommitted Purchase Date, requesting that each Accepting Purchaser Group makes an additional purchase on the related Requested Uncommitted Purchase Date in accordance with the Supplemental Purchase Request in an amount equal to such Accepting Purchaser Group’s Accepting Purchaser Group Percentage of the aggregate amount requested to be purchased by all Rejecting Purchaser Groups in the related Purchase Request, which Supplemental Purchase Request shall specify (i) the amount that each Accepting Purchaser Group has agreed, pursuant to the applicable Purchase Acceptance, to pay to Seller on the related Requested Uncommitted Purchase Date, (ii) each Accepting Purchaser Group’s Accepting Group Purchaser Percentage of the aggregate amount requested to be purchased by all Rejecting Groups in the applicable Purchase Request, (iii) the additional amount that Seller is requesting each Accepting Purchaser Group to pay to Seller, pursuant to the applicable Supplemental Purchase Request, on the related Requested Uncommitted Purchase Date and (iv) the aggregate amount that Seller is asking each Accepting Purchaser Group to pay to Seller on the related Requested Uncommitted Purchase Date. Each Purchaser Agent shall promptly forward each Supplemental Purchase Request received by it to the Purchasers in its Purchaser Group. (B) Each Purchaser Agent for an Accepting Purchaser Group shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Accepting Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the Supplemental Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of a Supplemental Purchase Request with respect to any Accepting Purchaser Group, a “Supplemental Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Accepting Purchaser Group, shall be deemed a rejection by the Purchasers in such Accepting Purchaser Group to make such requested Uncommitted Purchase set forth in such Supplemental Purchase Request. (C) If any Purchaser agrees to fund the related Purchase Request or Supplemental Purchase Request pursuant to this Section 1.2(a)(ii) subject to the terms and conditions hereof, such Purchaser shall make such Uncommitted Purchase by transferring such amount in accordance with clause (b) below on the related Requested Uncommitted Purchase Date. (D) Notwithstanding the foregoing, Seller shall not request any Purchaser Group to make any Uncommitted Purchase under this Section 1.2(a)(ii) pursuant to a Purchase Request, Supplemental Purchase Request or otherwise that would cause such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount. 755931971 16509877 (E) No Purchaser in any Purchaser Group shall (x) be obligated to make any Uncommitted Purchase, (y) be obligated to make any commitment with respect to any Uncommitted Purchase or (z) be responsible for the failure of any other Purchaser or Purchaser Group to make funds available in connection with any Uncommitted Purchase.

Notice of Purchases and Purchase Requests. Except as set forth in Section 1.3, each Committed Purchase shall be made pursuant to a Notice of Purchase in accordance with clause (i) below and each Uncommitted Purchase, if any, shall be made pursuant to a Purchase Request in accordance with clause (ii) below; 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). (i) i. With respect to any Committed Purchase, Seller shall deliver a Notice of Purchase to 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 Committed Purchase. Each Notice of Purchase shall specify (A) the desired Committed Purchase Price and date of such proposed Committed Purchase (each such date, a “Requested Committed 755931971 16509877 Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Committed 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 Committed Purchase and any other Purchase proposed to be made on such day. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Committed Purchase requested of it pursuant to this Section 1.2(a)(i) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Committed 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 Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. (ii) . With respect to any Uncommitted Purchase, Seller shall deliver a Purchase Request to Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the fifteenth (15th) Business Day preceding the date of such proposed Uncommitted Purchase. Each Purchase Request shall specify (A) the desired Uncommitted Purchase Price and date of such proposed Uncommitted Purchase (each such date, a “Requested Uncommitted Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Uncommitted Purchase to be initially allocated (unless otherwise agreed by each of the Purchaser Agents in writing) to each Purchaser Group in accordance with each Purchaser Group’s Uncommitted Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Uncommitted Purchase and any other Purchase proposed to be made on such day. Each Purchaser Agent shall promptly forward each Purchase Request received by it to the Purchasers in its Purchaser Group. Each Purchaser Agent shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the related Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of the related Purchase Request with respect to any Purchaser Group pursuant to this clause (ii), a “Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Purchaser Group, shall be deemed a rejection by the Purchasers in such Purchaser Group to make such requested Uncommitted Purchase. (A) A. In the event that one or more Purchaser Groups reject (or is deemed to have rejected) any requested Uncommitted Purchase (any such Purchaser Group, solely with respect to the related Purchase Request, a “Rejecting Purchaser Group”), Seller may send a written request (each such request, a “Supplemental Purchase Request”) to the Administrative Agent and the Purchaser Agents for each of the Purchaser Groups that delivered a Purchase Acceptance (any such Purchaser Group, solely with respect to the related Purchase Request, an “Accepting Purchaser Group”), no later than 1:00 p.m. (New York City time) three (3) Business Days 755931971 16509877 prior to the related Requested Uncommitted Purchase Date, requesting that each Accepting Purchaser Group makes an additional purchase on the related Requested Uncommitted Purchase Date in accordance with the Supplemental Purchase Request in an amount equal to such Accepting Purchaser Group’s Accepting Purchaser Group Percentage of the aggregate amount requested to be purchased by all Rejecting Purchaser Groups in the related Purchase Request, which Supplemental Purchase Request shall specify (i) the amount that each Accepting Purchaser Group has agreed, pursuant to the applicable Purchase Acceptance, to pay to Seller on the related Requested Uncommitted Purchase Date, (ii) each Accepting Purchaser Group’s Accepting Group Purchaser Percentage of the aggregate amount requested to be purchased by all Rejecting Groups in the applicable Purchase Request, (iii) the additional amount that Seller is requesting each Accepting Purchaser Group to pay to Seller, pursuant to the applicable Supplemental Purchase Request, on the related Requested Uncommitted Purchase Date and (iv) the aggregate amount that Seller is asking each Accepting Purchaser Group to pay to Seller on the related Requested Uncommitted Purchase Date. Each Purchaser Agent shall promptly forward each Supplemental Purchase Request received by it to the Purchasers in its Purchaser Group. (B) B. Each Purchaser Agent for an Accepting Purchaser Group shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Accepting Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the Supplemental Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of a Supplemental Purchase Request with respect to any Accepting Purchaser Group, a “Supplemental Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Accepting Purchaser Group, shall be deemed a rejection by the Purchasers in such Accepting Purchaser Group to make such requested Uncommitted Purchase set forth in such Supplemental Purchase Request. (C) C. If any Purchaser agrees to fund the related Purchase Request or Supplemental Purchase Request pursuant to this Section 1.2(a)(ii) subject to the terms and conditions hereof, such Purchaser shall make such Uncommitted Purchase by transferring such amount in accordance with clause (b) below on the related Requested Uncommitted Purchase Date. (D) D. Notwithstanding the foregoing, Seller shall not request any Purchaser Group to make any Uncommitted Purchase under this Section 1.2(a)(ii) pursuant to a Purchase Request, Supplemental Purchase Request or otherwise that would cause such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount. 755931971 16509877. (E) E. No Purchaser in any Purchaser Group shall (x) be obligated to make any Uncommitted Purchase, (y) be obligated to make any commitment with respect to any Uncommitted Purchase or (z) be responsible for the failure of any other Purchaser or Purchaser Group to make funds available in connection with any Uncommitted Purchase.

Notice of Purchases and Purchase Requests. Except as set forth in Section 1.3, each Committed Purchase shall be made pursuant to a Notice of Purchase in accordance with clause (i) below and each Uncommitted Purchase, if any, shall be made pursuant to a Purchase Request in accordance with clause (ii) below; 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). (i) With respect to any Committed Purchase, Seller shall deliver a Notice of Purchase to 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 Committed Purchase. Each Notice of Purchase shall specify (A) the desired Committed Purchase Price and date of such proposed Committed Purchase (each such date, a “Requested Committed 755931971 16509877 Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Committed 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 Committed Purchase and any other Purchase proposed to be made on such day. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Committed Purchase requested of it pursuant to this Section 1.2(a)(i) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Committed 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 Committed Purchase by 749037980 transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. (ii) With respect to any Uncommitted Purchase, Seller shall deliver a Purchase Request to Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the fifteenth (15th) Business Day preceding the date of such proposed Uncommitted Purchase. Each Purchase Request shall specify (A) the desired Uncommitted Purchase Price and date of such proposed Uncommitted Purchase (each such date, a “Requested Uncommitted Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Uncommitted Purchase to be initially allocated (unless otherwise agreed by each of the Purchaser Agents in writing) to each Purchaser Group in accordance with each Purchaser Group’s Uncommitted Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Uncommitted Purchase and any other Purchase proposed to be made on such day. Each Purchaser Agent shall promptly forward each Purchase Request received by it to the Purchasers in its Purchaser Group. Each Purchaser Agent shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the related Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of the related Purchase Request with respect to any Purchaser Group pursuant to this clause (ii), a “Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Purchaser Group, shall be deemed a rejection by the Purchasers in such Purchaser Group to make such requested Uncommitted Purchase. (A) In the event that one or more Purchaser Groups reject (or is deemed to have rejected) any requested Uncommitted Purchase (any such Purchaser Group, solely with respect to the related Purchase Request, a “Rejecting Purchaser Group”), Seller may send a written request (each such request, a “Supplemental Purchase Request”) to the Administrative Agent and the Purchaser Agents for each of the Purchaser Groups that delivered a Purchase Acceptance (any such Purchaser Group, solely with respect to the related Purchase Request, an “Accepting Purchaser Group”), no later than 1:00 p.m. (New York City time) three (3) Business Days 755931971 16509877 prior to the related Requested Uncommitted Purchase Date, requesting that each Accepting Purchaser Group makes an additional purchase on the related Requested Uncommitted Purchase Date in accordance with the Supplemental Purchase Request in an amount equal to such Accepting Purchaser Group’s Accepting Purchaser Group Percentage of the aggregate amount requested to be purchased by all Rejecting Purchaser Groups in the related Purchase Request, which Supplemental Purchase Request shall specify (i) the amount that each Accepting Purchaser Group has agreed, pursuant to the applicable Purchase Acceptance, to pay to Seller on the related Requested Uncommitted Purchase Date, (ii) each Accepting Purchaser Group’s Accepting Group Purchaser Percentage of the aggregate amount requested to be purchased by all Rejecting Groups in the applicable Purchase Request, (iii) the additional amount that Seller is requesting each Accepting Purchaser Group to pay to Seller, pursuant to 749037980 the applicable Supplemental Purchase Request, on the related Requested Uncommitted Purchase Date and (iv) the aggregate amount that Seller is asking each Accepting Purchaser Group to pay to Seller on the related Requested Uncommitted Purchase Date. Each Purchaser Agent shall promptly forward each Supplemental Purchase Request received by it to the Purchasers in its Purchaser Group. (B) Each Purchaser Agent for an Accepting Purchaser Group shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Accepting Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the Supplemental Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of a Supplemental Purchase Request with respect to any Accepting Purchaser Group, a “Supplemental Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Accepting Purchaser Group, shall be deemed a rejection by the Purchasers in such Accepting Purchaser Group to make such requested Uncommitted Purchase set forth in such Supplemental Purchase Request. (C) If any Purchaser agrees to fund the related Purchase Request or Supplemental Purchase Request pursuant to this Section 1.2(a)(ii) subject to the terms and conditions hereof, such Purchaser shall make such Uncommitted Purchase by transferring such amount in accordance with clause (b) below on the related Requested Uncommitted Purchase Date. (D) Notwithstanding the foregoing, Seller shall not request any Purchaser Group to make any Uncommitted Purchase under this Section 1.2(a)(ii) pursuant to a Purchase Request, Supplemental Purchase Request or otherwise that would cause such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount. 755931971 16509877. (E) No Purchaser in any Purchaser Group shall (x) be obligated to make any Uncommitted Purchase, (y) be obligated to make any commitment with respect to any Uncommitted Purchase or (z) be responsible for the failure of any other Purchaser or Purchaser Group to make funds available in connection with any Uncommitted Purchase.

Notice of Purchases and Purchase Requests. Except as set forth in Section 1.3, each Committed Purchase shall be made pursuant to a Notice of Purchase in accordance with clause (i) below and each Uncommitted Purchase, if any, shall be made pursuant to a Purchase Request in accordance with clause (ii) below; 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). (i) With respect to any Committed Purchase, Seller shall deliver a Notice of Purchase to 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 Committed Purchase. Each Notice of Purchase shall specify (A) the desired Committed Purchase Price and date of such proposed Committed Purchase (each such date, a “Requested Committed 755931971 16509877 Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Committed 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 Committed Purchase and any other Purchase proposed to be made on such day. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Committed Purchase requested of it pursuant to this Section 1.2(a)(i) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Committed 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 Committed Purchase by 753697831 transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. (ii) With respect to any Uncommitted Purchase, Seller shall deliver a Purchase Request to Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the fifteenth (15th) Business Day preceding the date of such proposed Uncommitted Purchase. Each Purchase Request shall specify (A) the desired Uncommitted Purchase Price and date of such proposed Uncommitted Purchase (each such date, a “Requested Uncommitted Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Uncommitted Purchase to be initially allocated (unless otherwise agreed by each of the Purchaser Agents in writing) to each Purchaser Group in accordance with each Purchaser Group’s Uncommitted Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Uncommitted Purchase and any other Purchase proposed to be made on such day. Each Purchaser Agent shall promptly forward each Purchase Request received by it to the Purchasers in its Purchaser Group. Each Purchaser Agent shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the related Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of the related Purchase Request with respect to any Purchaser Group pursuant to this clause (ii), a “Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Purchaser Group, shall be deemed a rejection by the Purchasers in such Purchaser Group to make such requested Uncommitted Purchase. (A) In the event that one or more Purchaser Groups reject (or is deemed to have rejected) any requested Uncommitted Purchase (any such Purchaser Group, solely with respect to the related Purchase Request, a “Rejecting Purchaser Group”), Seller may send a written request (each such request, a “Supplemental Purchase Request”) to the Administrative Agent and the Purchaser Agents for each of the Purchaser Groups that delivered a Purchase Acceptance (any such Purchaser Group, solely with respect to the related Purchase Request, an “Accepting Purchaser Group”), no later than 1:00 p.m. (New York City time) three (3) Business Days 755931971 16509877 prior to the related Requested Uncommitted Purchase Date, requesting that each Accepting Purchaser Group makes an additional purchase on the related Requested Uncommitted Purchase Date in accordance with the Supplemental Purchase Request in an amount equal to such Accepting Purchaser Group’s Accepting Purchaser Group Percentage of the aggregate amount requested to be purchased by all Rejecting Purchaser Groups in the related Purchase Request, which Supplemental Purchase Request shall specify (i) the amount that each Accepting Purchaser Group has agreed, pursuant to the applicable Purchase Acceptance, to pay to Seller on the related Requested Uncommitted Purchase Date, (ii) each Accepting Purchaser Group’s Accepting Group Purchaser Percentage of the aggregate amount requested to be purchased by all Rejecting Groups in the applicable Purchase Request, (iii) the additional amount that Seller is requesting each Accepting Purchaser Group to pay to Seller, pursuant to 753697831 the applicable Supplemental Purchase Request, on the related Requested Uncommitted Purchase Date and (iv) the aggregate amount that Seller is asking each Accepting Purchaser Group to pay to Seller on the related Requested Uncommitted Purchase Date. Each Purchaser Agent shall promptly forward each Supplemental Purchase Request received by it to the Purchasers in its Purchaser Group. (B) Each Purchaser Agent for an Accepting Purchaser Group shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Accepting Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the Supplemental Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of a Supplemental Purchase Request with respect to any Accepting Purchaser Group, a “Supplemental Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Accepting Purchaser Group, shall be deemed a rejection by the Purchasers in such Accepting Purchaser Group to make such requested Uncommitted Purchase set forth in such Supplemental Purchase Request. (C) If any Purchaser agrees to fund the related Purchase Request or Supplemental Purchase Request pursuant to this Section 1.2(a)(ii) subject to the terms and conditions hereof, such Purchaser shall make such Uncommitted Purchase by transferring such amount in accordance with clause (b) below on the related Requested Uncommitted Purchase Date. (D) Notwithstanding the foregoing, Seller shall not request any Purchaser Group to make any Uncommitted Purchase under this Section 1.2(a)(ii) pursuant to a Purchase Request, Supplemental Purchase Request or otherwise that would cause such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount. 755931971 16509877. (E) No Purchaser in any Purchaser Group shall (x) be obligated to make any Uncommitted Purchase, (y) be obligated to make any commitment with respect to any Uncommitted Purchase or (z) be responsible for the failure of any other Purchaser or Purchaser Group to make funds available in connection with any Uncommitted Purchase.