Common use of Procedures for Purchases Clause in Contracts

Procedures for Purchases. (a) No later than 10:00 a.m. (Chicago, Illinois time) on a date which is at least five (5) Business Days before any intended Purchase Date, the Seller will deliver or cause to be delivered to the Purchaser a Request Notice substantially in the form of EXHIBIT A hereto; provided, however, if the Purchase relates to Receivables and related Assets which are financed through a source other than the Warehouse Facility, such Request Notice shall be provided at least ten (10) Business Days prior to the intended Purchase Date. In the event that the Seller does not provide a properly completed Request Notice (and subject to all other terms and conditions to such Purchase hereunder), the Purchaser will not be obligated to purchase Eligible Receivables on such intended Purchase Date until such time as such terms and conditions are met. Each such Request Notice shall specify, among other things, (i) the aggregate amount of such Purchase, which shall be in a minimum amount equal to $10,000,000, or such lesser amount as may be equal to the then unused portion of the Purchase Limit, (ii) the intended Purchase Date for such Purchase, and (iii) the aggregate Capital Payout, Capital outstanding, and the Capital Limit, both immediately preceding and after giving effect to such Purchase. (b) On each Purchase Date, and subject to the satisfaction of the conditions of Article IV, the Servicer will prepare and deliver an Assignment to the Seller and Purchaser in the form of EXHIBIT H hereto with respect to the Purchased Receivables being purchased on such Purchase Date by the Purchaser. The Seller shall thereupon execute such Assignment and deliver executed copies thereof to the Servicer who will in turn cause a fully executed copy of such Assignment to be delivered to the Purchaser and the Custodian. The Purchaser shall thereupon pay to the Seller for such Purchased Receivables the Cash Purchase Price, by wire transfer in same day funds in accordance with the wire transfer instructions specified in the related Request Notice. The Seller shall be solely responsible for obtaining ownership of the Purchased Receivables from the Originator, pursuant to the Sale and Contribution Agreement, prior to transfer of ownership of such Purchased Receivables to the Purchaser under this Agreement.

Procedures for Purchases. (a) No During the Purchase Period, no later than eleven (11) days prior to each Transfer Date, the Trust Depositor shall notify the Indenture Trustee and the Facility Administrator of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than 10:00 a.m. (Chicago, Illinois time) on a date which is at least five two (52) Business Days before any intended Purchase Transfer Date, the Seller Trust Depositor will deliver or cause to be delivered to the Purchaser Indenture Trustee and the Facility Administrator a Request Notice substantially in the form of EXHIBIT Exhibit A hereto; provided, however, if the Purchase relates to Receivables and related Assets which are financed through a source other than the Warehouse Facility, such Request Notice shall be provided at least ten (10) Business Days prior to the intended Purchase Date. In the event that the Seller Trust Depositor does not provide a properly completed Request Notice (and subject to all other terms and conditions to such Purchase hereunder), the Purchaser Trust will not be obligated to purchase Eligible Receivables on such intended Purchase Transfer Date until such time as such terms and conditions are met. Each such Request Notice shall specify, among other things, (i) the aggregate amount of such Purchase, which shall be in a minimum amount equal to $10,000,000, or such lesser amount as may be equal to the then unused portion of the Note Purchase Limit, (ii) the intended Purchase Transfer Date for such Purchase, and (iii) the aggregate Capital PayoutOutstanding Amount, Capital outstanding, Funding Date Overcollateralization and the Capital Note Purchase Limit, both immediately preceding and after giving effect to such Purchase. (b) On each Purchase Transfer Date, and subject to the satisfaction of the conditions of Article IVIV hereof and Articles IV and V of the Note Purchase Agreement, the Servicer will prepare and deliver an Assignment to the Seller Trust Depositor and Purchaser the Trust in the form of EXHIBIT Exhibit H hereto, Mortgage Assignments and an Allonge in the form attached hereto as Exhibit M (an "Allonge"), as applicable, which has been stapled to the original notes evidencing each Receivable with respect to each of the Purchased Receivables Trust Assets being purchased transferred on such Purchase Transfer Date by the PurchaserTrust. The Seller Trust Depositor and the Trust shall thereupon execute such Assignment and deliver executed copies unrecorded, originals thereof to the Servicer who will in turn cause a fully executed copy copies of such Assignment Assignment, Allonges and Mortgage Assignments, as applicable, to be delivered to the Purchaser Indenture Trustee, the Custodian and the CustodianFacility Administrator, as applicable, and recorded in accordance with the provisions of this Agreement. The Purchaser Upon the Facility Administrator's receipt of a certification from the Custodian that it has received the Receivables Files as set forth in the Custodial Agreement, an Assignment for the related Trust Assets, an Allonge and a Mortgage Assignment, as applicable, and for each Receivable listed on the List of Receivables delivered in connection with the Request Notice, the Trust shall thereupon pay to the Seller for such Purchased Receivables Trust Depositor the Cash Purchase PricePrice for such Trust Assets, by wire transfer in same day funds in accordance with the wire transfer instructions specified in the related Request Notice. The Seller Trust Depositor shall be solely responsible for obtaining ownership of the Purchased Receivables Trust Assets from the Originator, Sellers pursuant to the Sale and Contribution AgreementAgreement or otherwise, prior to transfer of ownership of such Purchased Receivables Trust Assets to the Purchaser Trust under this Agreement. (c) The Facility Administrator will promptly notify the Noteholders of the receipt of a Request Notice.

Procedures for Purchases. (a) No During the Purchase Period, no later than twenty (20) days prior to each Purchase Date, the Trust Depositor shall notify the Indenture Trustee and the Facility Administrator of the intent to effect a Purchase and the proposed Purchase Date thereof. During the Purchase Period, no later than 10:00 a.m. (Chicago, Illinois time) on a date which is at least five two (52) Business Days before any intended Purchase Date, the Seller Trust Depositor will deliver or cause to be delivered to the Purchaser Indenture Trustee and the Facility Administrator a Request Notice substantially in the form of EXHIBIT A hereto; provided, however, if the Purchase relates to Receivables and related Assets which are financed through a source other than the Warehouse Facility, such Request Notice shall be provided at least ten (10) Business Days prior to the intended Purchase Date. In the event that the Seller Trust Depositor does not provide a properly completed Request Notice (and subject to all other terms and conditions to such Purchase hereunder), the Purchaser Trust will not be obligated to purchase Eligible Receivables on such intended Purchase Date until such time as such terms and conditions are met. Each such Request Notice shall specify, among other things, (i) the aggregate amount of such Purchase, which shall be in a minimum amount equal to $10,000,000, or such lesser amount as may be equal to the then unused portion of the Note Purchase Limit, (ii) the intended Purchase Date for such Purchase, and (iii) the aggregate Capital PayoutOutstanding Amount for all Classes of Notes, Capital outstanding, Availability and the Capital Note Purchase Limit, both immediately preceding and after giving effect to such Purchase. (b) On each Purchase Date, and subject to the satisfaction of the conditions of Article IVIV hereof and Articles IV and V of the Note Purchase Agreements, the Servicer will prepare and deliver an Assignment to the Seller Trust Depositor and Purchaser the Trust in the form of EXHIBIT H hereto with respect to the Purchased Receivables Trust Assets being purchased on such Purchase Date by the PurchaserTrust. The Seller Trust Depositor and the Trust shall thereupon execute such Assignment and deliver executed copies thereof to the Servicer who will in turn cause a fully executed copy of such Assignment to be delivered to the Purchaser Indenture Trustee, the Custodian and the CustodianFacility Administrator. The Purchaser Trust shall thereupon pay to the Seller for such Purchased Receivables Trust Depositor the Cash Purchase PricePrice for such Trust Assets, by wire transfer in same day funds in accordance with the wire transfer instructions specified in the related Request Notice. The Seller Trust Depositor shall be solely responsible for obtaining ownership of the Purchased Receivables Trust Assets from the Originator, Sellers pursuant to the Sale and Contribution AgreementAgreement or otherwise, prior to transfer of ownership of such Purchased Receivables Trust Assets to the Purchaser Trust under this Agreement. (c) The Facility Administrator will promptly notify the Noteholders of the receipt of a Request Notice.

Procedures for Purchases. (a) No During the Purchase Period, no later than five (5) days prior to each Transfer Date, the Trust Depositor shall notify the Indenture Trustee and the Facility Administrator of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than 10:00 a.m. (Chicago, Illinois time) on a date which is at least five two (52) Business Days before any intended Purchase Transfer Date, the Seller Trust Depositor will deliver or cause to be delivered to the Purchaser Indenture Trustee and the Facility Administrator a Request Notice substantially in the form of EXHIBIT Exhibit A hereto; provided, however, if the Purchase relates to Receivables and related Assets which are financed through a source other than the Warehouse Facility, such Request Notice shall be provided at least ten (10) Business Days prior to the intended Purchase Date. In the event that the Seller Trust Depositor does not provide a properly completed Request Notice (and subject to all other terms and conditions to such Purchase hereunder), the Purchaser Trust will not be obligated to purchase Eligible Receivables on such intended Purchase Transfer Date until such time as such terms and conditions are met. Each such Request Notice shall specify, among other things, (i) the aggregate amount of such Purchase, which shall be in a minimum amount equal to $10,000,000, or such lesser amount as may be equal to the then unused portion of the Note Purchase Limit, (ii) the intended Purchase Transfer Date for such Purchase, and (iii) the aggregate Capital PayoutOutstanding Amount, Capital outstanding, Funding Date Overcollateralization and the Capital Note Purchase Limit, both immediately preceding and after giving effect to such Purchase. During the Purchase Period, beginning with the quarter ending June 30, 2006, the aggregate amount of Purchases made in each calendar quarter shall be in a minimum amount equal to the Quarterly Minimum Purchase Amount, or such lesser amount as may be equal to the unused portion of the Note Purchase Limit. In the event that the Quarterly Minimum Purchase Amount for any calendar quarter is a negative number or equal to zero, no Purchases are required by this Section 2.2(a) to be made in such calendar quarter. (b) On each Purchase Transfer Date, and subject to the satisfaction of the conditions of Article IVIV hereof and Articles IV and V of the Note Purchase Agreement, the Servicer will prepare and deliver an Assignment to the Seller Trust Depositor and Purchaser the Trust in the form of EXHIBIT Exhibit H hereto, Mortgage Assignments, as applicable, and an Allonge in the form attached hereto as Exhibit M (an "Allonge"), as applicable, which has been stapled to the original notes, if any, evidencing each Receivable with respect to each of the Purchased Receivables Trust Assets being purchased transferred on such Purchase Transfer Date by the PurchaserTrust. The Seller Trust Depositor and the Trust shall thereupon execute such Assignment and deliver executed copies unrecorded, originals thereof to the Servicer who will in turn cause a fully executed copy copies of such Assignment Assignment, Allonges and Mortgage Assignments, as applicable, to be delivered to the Purchaser Indenture Trustee, the Custodian and the CustodianFacility Administrator, as applicable, and recorded in accordance with the provisions of this Agreement. The Purchaser Upon the Facility Administrator's receipt of a certification from the Custodian that it has received the Receivables Files as set forth in the Custodial Agreement, an Assignment for the related Trust Assets, an Allonge and a Mortgage Assignment, as applicable, and for each Receivable listed on the List of Receivables delivered in connection with the Request Notice, the Trust shall thereupon pay to the Seller for such Purchased Receivables Trust Depositor the Cash Purchase PricePrice for such Trust Assets, by wire transfer in same day funds in accordance with the wire transfer instructions specified in the related Request Notice. The Seller Trust Depositor shall be solely responsible for obtaining ownership of the Purchased Receivables Trust Assets (including the perfection of such ownership interest pursuant to the UCC) from the Originator, Sellers pursuant to the Sale and Contribution AgreementAgreement or otherwise, prior to transfer of ownership of such Purchased Receivables Trust Assets to the Purchaser Trust under this Agreement. (c) The Facility Administrator will promptly notify the Noteholders of the receipt of a Request Notice.