Common use of Procedure for Making Purchases Clause in Contracts

Procedure for Making Purchases. (a) In respect of Tranches A and B: Each purchase of Purchased Assets comprised of Tranche A Receivables or Tranche B Receivables hereunder shall be made as follows: The Servicer shall give the Administrative Agent an irrevocable Purchase Notice (which Purchase Notice must be received by the Administrative Agent prior to 12:00 P.M., New York City time, not less than one Business Day prior to the specified Purchase Date or 3 Business Days in respect of Receivables denominated in Japanese Yen) requesting that the Purchasers make the Purchase for an Initial Purchase Price, and specifying, for each Seller for such Purchase Date, (A) the aggregate amount of the Scheduled Receivables, (B) the Purchase Date (which must be a Business Day), and (C) the proposed amount of the Initial Purchase Price. Upon receipt of such notice, the Administrative Agent shall promptly notify each Purchaser thereof. The Administrative Agent shall confirm the Initial Purchase Price with respect to a Purchase; it being understood and agreed that the aggregate outstanding Investments in respect of all Purchases (other than Tranche C Purchases and Tranche D Purchases) shall not exceed the aggregate Purchasers’ Investment Limit. Not later than 3:00 p.m. (New York time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a Purchase Calculation Notice setting forth a calculation of the related Initial Purchase Price. Not later than 12:00 noon (New York time), on the relevant Purchase Date, each Purchaser shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds in Dollars or Japanese Yen, as applicable equal to the Purchaser’s Investment Percentage of the relevant Initial Purchase Price by credit to the Administrative Agent’s purchase account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, including the receipt of all such amounts, credit the Servicer’s Account or the Servicer’s Japanese Yen Account, as applicable with the Initial Purchase Price made available to the Administrative Agent by the Purchasers in immediately available funds.

Procedure for Making Purchases. (a) In respect of Tranches A and B: Each purchase of Purchased Assets comprised of Tranche A Receivables or Tranche B Receivables a Scheduled Receivable hereunder shall be made as follows: The Servicer shall give the Administrative Agent an irrevocable Purchase Notice (including the attached schedules properly completed) not more frequently than once each week (which Purchase Notice must be received by the Administrative Agent prior to 12:00 P.M.2:00 p.m., New York City time, not less than one two Business Day Days prior to the specified anticipated Purchase Date or 3 Business Days in respect of Receivables denominated in Japanese YenDate) requesting that the applicable Purchasers make the Purchase for an Initial Purchase Price, Investments and specifying, for each Seller Originator for such Purchase Date, (A) the aggregate amount amount, and currency, of the Scheduled Receivables, (B) the anticipated Purchase Date (which must be a Business Day), and (C) the related Scheduled Due Dates, (D) the proposed amount of the Initial Investment, and (E) transmitting a schedule of the Scheduled Receivables substantially in the form of Exhibit I, identifying the outstanding amount and Scheduled Due Date of such Receivables and the other information required by the form of Purchase PriceNotice. None of such Scheduled Receivables shall have been the subject of a prior Purchase Notice unless such Scheduled Receivable has been repurchased by the relevant Originator and rebilled to an Eligible Buyer (for the avoidance of doubt, it is agreed that such schedule may be transmitted to the Administrative Agent by e-mail). Upon receipt of such notice, the Administrative Agent shall promptly notify each Purchaser thereof. The Administrative Agent shall confirm the Initial Purchase Price with respect to a Purchase; it being understood and agreed that the aggregate outstanding Investments in respect of all Purchases (other than Tranche C Purchases and Tranche D Purchases) shall not exceed the aggregate Purchasers’ Investment Limit. Not later than 3:00 p.m. (New York time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a notice substantially in the form of Exhibit H (the “Purchase Calculation Notice Notice”) setting forth a calculation of the related Initial Purchased Interest. The aggregate outstanding Investments for either Tranche shall not exceed the Purchasers’ aggregate Investment Limit for such Tranche. Any Scheduled Receivable denominated in Euros shall be converted for purposes of any determination hereunder at the Dollar Equivalent Amount thereof on the date of determination. Any Indemnified Amount then due and payable hereunder shall be notified to the Servicer, which may either pay such Indemnified Amount or authorize the Administrative Agent to deduct such amount from the amount of the Investment to be made on such Purchase PriceDate, and the Originators hereby so authorize such deduction, and the amount thereof shall be accounted for in the Purchase Calculation Notice. Not later than 12:00 noon (Noon, New York City time), on the relevant Purchase Date, each Purchaser with a Purchaser’s Investment Limit for such Tranche of Receivables shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds in Dollars or Japanese Yen, as applicable equal to the Purchaser’s Investment Percentage of the relevant Initial Purchase Price Investment by credit to the Administrative Agent’s purchase account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, including the receipt of all such amounts, credit the Servicer’s Account or account of the Servicer’s Japanese Yen Account, respective Originator at such account as applicable the Originator shall have instructed the Administrative Agent in writing with the Initial Purchase Price aggregate of the amounts of the Investment made available to the Administrative Agent by the Purchasers in immediately available fundsfunds for Receivables of such Originator.

Procedure for Making Purchases. (a) In respect of Tranches A and B: Each purchase of Purchased Assets comprised of Tranche A Receivables or Tranche B Receivables a Scheduled Receivable hereunder shall be made as follows: The Servicer Servicers shall give the Administrative Agent an irrevocable Purchase Notice (which Purchase Notice must be received by the Administrative Agent prior to 12:00 P.M.2:00 p.m., New York City time, not less than one Business Day prior to the specified anticipated Purchase Date or 3 Business Days in respect of Receivables denominated in Japanese YenDate) requesting that the applicable Purchasers make the Purchase for Investments in an Initial Purchase Priceamount not less than $20,000,000 (or, with the consent of all Purchasers, in an amount less than $20,000,000) and related Receivables Presentation and specifying, for each Seller Originator for such Purchase Date, (A) the aggregate amount amount, and currency, of the Scheduled Receivables, (B) the anticipated Purchase Date (which must be a Business Day), and (C) the related Scheduled Due Dates, (D) the proposed amount of the Initial Investment, and (E) transmitting a schedule of the Scheduled Receivables substantially in the form of Exhibit L, identifying the outstanding amount and Scheduled Due Date of such Receivables and the other information required by the form of Receivables Presentation. None of such Scheduled Receivables shall have been the subject of a prior Purchase PriceNotice unless such Scheduled Receivable has been repurchased by the relevant Originator and rebilled to an Eligible Buyer (for the avoidance of doubt, it is agreed that such schedule may be transmitted to the Administrative Agent by e-mail). Upon receipt of such notice, the Administrative Agent shall promptly notify each Purchaser thereof. The Administrative Agent shall confirm the Initial Purchase Price with respect to a Purchase; it being understood and agreed that the aggregate outstanding Investments in respect of all Purchases (other than Tranche C Purchases and Tranche D Purchases) shall not exceed the aggregate Purchasers’ Investment Limit. Not later than 3:00 p.m. (New York time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a notice substantially in the form of Exhibit M (the "Purchase Calculation Notice Notice") setting forth a calculation of the related Initial Purchased Interest. The aggregate outstanding Investments for a Tranche shall not exceed the Purchasers' aggregate Investment Limit for such Tranche. Any Indemnified Amount then due and payable hereunder shall be notified to the Servicers, which may either pay such Indemnified Amount or authorize the Administrative Agent to deduct such amount from the amount of the Investment to be made on such Purchase PriceDate, and the Originators hereby so authorize such deduction, and the amount thereof shall be accounted for in the Purchase Calculation Notice. Not later than 12:00 noon (Noon, New York City time), on the relevant Purchase Date, each Purchaser with a Purchaser's Investment Limit for such Tranche of Receivables shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds in Dollars or Japanese Yen, as applicable equal to the Purchaser’s 's Investment Percentage of the relevant Initial Purchase Price Investment by credit to the Administrative Agent’s 's purchase account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, including the receipt of all such amounts, credit the Servicer’s Account or account of the Servicer’s Japanese Yen Account, as applicable Servicers on the books of such office of the Administrative Agent with the Initial Purchase Price aggregate of the amounts of the Investment made available to the Administrative Agent by the Purchasers in immediately available funds.

Procedure for Making Purchases. (a) In respect of Tranches A and B: Each purchase of Purchased Assets comprised of Tranche A Receivables or Tranche B Receivables a Scheduled Receivable hereunder shall be made as follows: The Servicer Seller shall give the Administrative Documentation Agent an irrevocable a Purchase Notice Offer (which Purchase Notice Offer must be received by the Administrative Documentation Agent prior to 12:00 P.M.10:00 a.m., New York City time, not less than one Business Day prior to the specified anticipated Purchase Date or 3 Business Days in respect of Receivables denominated in Japanese YenDate) requesting that not more frequently than once each week offering to the Purchasers make Scheduled Receivables in an amount not less than $500,000 (and described in the Purchase for an Initial Purchase Price, related Receivables Presentation) and specifying, for each Seller for such Purchase Date, (A) the aggregate amount of the Scheduled ReceivablesReceivables subject to the Purchase Offer, (B) the anticipated Purchase Date (which must be a Business Day), and (C) the proposed related Scheduled Due Dates, and (D) transmitting a schedule of the Scheduled Receivables substantially in the form of Exhibit F, identifying the outstanding amount and Scheduled Due Date of such Scheduled Receivables and the other information required by the form of Receivables Presentation (for the avoidance of doubt, it is agreed that such schedule may be transmitted to the Purchaser by e-mail). None of such Scheduled Receivables shall have been the subject of a prior Purchase Offer unless such Scheduled Receivable has been repurchased by the Seller and rebilled to an Eligible Obligor. The aggregate outstanding Purchase Prices shall not exceed the Purchase Limit. Any Indemnified Amount then due and payable hereunder shall be notified to the Servicer, who may either pay such Indemnified Amount or authorize the Documentation Agent to deduct such amount from the amount of the Initial Purchase Price to be made on such Purchase Date, and the Seller hereby so authorizes such deduction. Not later than 5:00 p.m. (New York time) on such date, the Documentation Agent shall advise the Seller of the amount of the proposed Purchase Price that will be funded on the Purchase Date for such Scheduled Receivables, subject in each case to no Obligor Adverse Change having occurred and continuing on such Purchase Date and satisfaction of the other conditions to such Purchase Price. Upon receipt of such notice, the Administrative The Documentation Agent shall promptly notify each Purchaser thereof. The Administrative Agent shall confirm calculate the Initial Purchase Price with respect to a PurchasePurchased Receivable as an amount which, when added to the related Purchase Reserve, is as close as reasonably practicable to (but not in excess of) the aggregate outstanding principal balance of the related Eligible Receivables set forth in the related Purchase Offer; it being understood and agreed that the aggregate outstanding Investments in respect of all Purchases (other than Tranche C Purchases and Tranche D Purchases) Purchase Prices shall not exceed the aggregate Purchasers’ Investment Purchase Limit. Not later than 3:00 p.m. (12:00 Noon, New York City time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a Purchase Calculation Notice setting forth a calculation of the related Initial Purchase Price. Not later than 12:00 noon (New York time), on the relevant Purchase Date, each the applicable Purchaser shall upon satisfaction of the conditions precedent to such Purchase, make available to the Administrative Agent at the Funding Office Seller an amount in immediately available funds in Dollars or Japanese Yen, as applicable equal to the Purchaser’s Investment Percentage of the relevant Initial Purchase Price by credit to the Administrative Agent’s purchase Seller's account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, including the receipt of all such amounts, credit the Servicer’s Account or the Servicer’s Japanese Yen Account, as applicable with the Initial Purchase Price made available to the Administrative Agent by the Purchasers in immediately available funds.

Procedure for Making Purchases. (a) In respect of Tranches A and B: Each purchase of Purchased Assets comprised of Tranche A Receivables or Tranche B Receivables a Scheduled Receivable hereunder shall be made as follows: The Servicer Servicers shall give the Administrative Agent an irrevocable Purchase Notice (which Purchase Notice must be received by the Administrative Agent prior to 12:00 P.M.2:00 p.m., New York City time, not less than one Business Day prior to the specified anticipated Purchase Date or 3 Business Days in respect of Receivables denominated in Japanese YenDate) requesting that the Purchasers make the Purchase for Investments in an Initial Purchase Priceamount not less than $20,000,000)(or, with the consent of all Purchasers, in an amount less than $20,000,000) and related Receivables Presentation and specifying, for each Seller Originator for such Purchase Date, (A) the aggregate amount amount, and currency, of the Scheduled Receivables, (B) the anticipated Purchase Date (which must be a Business Day), and (C) the related Scheduled Due Dates, (D) the proposed amount of the Initial Investment, and (E) transmitting a schedule of the Scheduled Receivables substantially in the form of Exhibit Q, identifying the outstanding amount and Scheduled Due Date of such Receivables and the other information required by the form of Receivables Presentation. None of such Scheduled Receivables shall have been the subject of a prior Purchase PriceNotice unless such Scheduled Receivable has been repurchased by the relevant Originator and rebilled to an Eligible Buyer (for the avoidance of doubt, it is agreed that such schedule may be transmitted to the Administrative Agent by e-mail). Upon receipt of such notice, the Administrative Agent shall promptly notify each Purchaser thereof. The Administrative Agent shall confirm the Initial Purchase Price with respect to a Purchase; it being understood and agreed that the aggregate outstanding Investments in respect of all Purchases (other than Tranche C Purchases and Tranche D Purchases) shall not exceed the aggregate Purchasers’ Investment Limit. Not later than 3:00 p.m. (New York time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a notice substantially in the form of Exhibit M (the “Purchase Calculation Notice Notice”) setting forth a calculation of the related Initial Purchased Interest. The aggregate outstanding Investments shall not exceed the Purchasers’ aggregate Investment Limit. Any Scheduled Receivable denominated in a Transaction Currency other than Dollars shall be converted for purposes of the Purchase PriceCalculation Notice into Dollars by the Administrative Agent at the spot rate of exchange of Deutsche Bank AG at 11:00 a.m. (New York time) on the date of the Purchase Notice. Any Indemnified Amount then due and payable hereunder shall be notified to the Servicers, which may either pay such Indemnified Amount or authorize the Administrative Agent to deduct such amount from the amount of the Investment to be made on such Purchase Date, and the Originators hereby so authorize such deduction, and the amount thereof shall be accounted for in the Purchase Calculation Notice. Not later than 12:00 noon (Noon, New York City time), on the relevant Purchase Date, each Purchaser shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds in Dollars or Japanese Yen, as applicable equal to the Purchaser’s Investment Percentage of the relevant Initial Purchase Price Investment by credit to the Administrative Agent’s purchase account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, including the receipt of all such amounts, credit the Servicer’s Account or account of the Servicer’s Japanese Yen Account, as applicable Servicers on the books of such office of the Administrative Agent with the Initial Purchase Price aggregate of the amounts of the Investment made available to the Administrative Agent by the Purchasers in immediately available funds.

Procedure for Making Purchases. (a) In respect of Tranches A and B: Each purchase of Purchased Assets comprised of Tranche A Receivables or Tranche B Receivables a Scheduled Receivable hereunder shall be made as follows: The Servicer Seller shall give the Administrative Agent an irrevocable Purchaser a Purchase Notice Offer (which Purchase Notice Offer must be received by the Administrative Agent Purchaser prior to 12:00 P.M.10:00 a.m., New York City time, not less than one Business Day prior to the specified anticipated Purchase Date or 3 Business Days Date) not more frequently than [once each week] offering to the Purchaser Scheduled Receivables in respect of an amount not less than $500,000 (and described in the related Receivables denominated in Japanese YenPresentation) requesting that the Purchasers make the Purchase for an Initial Purchase Price, and specifying, for each Seller for such Purchase Date, (A) the aggregate amount of the Scheduled ReceivablesReceivables subject to the Purchase Offer, (B) the anticipated Purchase Date (which must be a Business Day), and (C) the proposed related Scheduled Due Dates, and (D) transmitting a schedule of the Scheduled Receivables substantially in the form of Exhibit F, identifying the outstanding amount and Scheduled Due Date of such Scheduled Receivables and the other information required by the form of Receivables Presentation (for the avoidance of doubt, it is agreed that such schedule may be transmitted to the Purchaser by e-mail). None of such Scheduled Receivables shall have been the subject of a prior Purchase Offer unless such Scheduled Receivable has been repurchased by the Seller and rebilled to an Eligible Obligor. The aggregate outstanding Purchase Prices shall not exceed the Purchase Limit. Any Indemnified Amount then due and payable hereunder shall be notified to the Servicer, who may either pay such Indemnified Amount or authorize the Purchaser to deduct such amount from the amount of the Initial Purchase Price to be made on such Purchase Date, and the Seller hereby so authorizes such deduction. Not later than 5:00 p.m. (New York time) on such date, the Purchaser shall advise the Seller of the amount of the proposed Purchase Price that will be funded on the Purchase Date for such Scheduled Receivables, subject in each case to no Obligor Adverse Change having occurred and continuing on such Purchase Date and satisfaction of the other conditions to such Purchase Price. Upon receipt of such notice, The Purchaser shall calculate the Administrative Agent shall promptly notify each Purchaser thereof. The Administrative Agent shall confirm the Initial Purchase Price with respect to a PurchasePurchased Receivable as an amount which, when added to the related Purchase Reserve, is as close as reasonably practicable to (but not in excess of) the aggregate outstanding principal balance of the related Eligible Receivables set forth in the related Purchase Offer; it being understood and agreed that the aggregate outstanding Investments in respect of all Purchases (other than Tranche C Purchases and Tranche D Purchases) Purchase Prices shall not exceed the aggregate Purchasers’ Investment Purchase Limit. Not later than 3:00 p.m. (12:00 Noon, New York City time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a Purchase Calculation Notice setting forth a calculation of the related Initial Purchase Price. Not later than 12:00 noon (New York time), on the relevant Purchase Date, each the Purchaser shall upon satisfaction of the conditions precedent to such Purchase, make available to the Administrative Agent at the Funding Office Seller an amount in immediately available funds in Dollars or Japanese Yen, as applicable equal to the Purchaser’s Investment Percentage of the relevant Initial Purchase Price by credit to the Administrative Agent’s purchase Seller's account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, including the receipt of all such amounts, credit the Servicer’s Account or the Servicer’s Japanese Yen Account, as applicable with the Initial Purchase Price made available to the Administrative Agent by the Purchasers in immediately available funds.