Common use of Purchase Facility Clause in Contracts

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Conduit Purchasers, ratably, in accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller from time to time, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, from time to time during the period from the Closing Date to the Maturity Date. Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage Amount.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forthhereof, Seller may, at its option, sell and assign Purchaser Interests to the Conduit Agent, for the benefit of the Purchasers, ratablyin all of its Receivables, Related Security, Collections, and proceeds of any of the foregoing, in each case, whether now owned or hereafter arising. In accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to terms and conditions set forth herein, each such Conduit Purchaser, severally and not jointly, may, in their sole discretionat its option, make payments of Capital instruct the related Managing Agent to purchase on its behalf through the Seller from time to timeAgent, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does not include a such Conduit Purchasershall decline to purchase, the Related Committed Purchaser(s) for such Conduit applicable Managing Agent shall purchase, on behalf of the applicable Financial Institutions through the Agent, Purchaser or the Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, Interests from time to time in an aggregate amount not to exceed the Purchase Limit, and for each Purchase Group, in an aggregate amount not to exceed the Group Purchase Limit for such Purchase Group, during the period from the Closing Date date hereof to but not including the Facility Termination Date. Notwithstanding the foregoing, at no time shall a Purchaser Interest be purchased for a Financial Institution pursuant to this Section 1.1(a) if the Capital allocated to the Maturity DateFinancial Institution with respect to such Purchaser Interest would exceed such Financial Institution’s Unused Back-up Commitment at such time. (b) Seller may, upon at least 30 days’ notice to the Agent and each Managing Agent, terminate in whole or reduce in part, ratably among the Financial Institutions based on the amount of their Back-Up Commitments, the Unused Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof. Each such payment of Capital Financial Institution’s Back-Up Commitment shall be reduced by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital its Pro Rata Share of each other Purchaser reduction in the Purchase Limit, and each Financial Institution’s Liquidity Commitment shall be reduced by its Group, would exceed Pro Rata Share of 102% of each such reduction in the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage AmountPurchase Limit.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forthhereof, Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of one or more of the Purchasers. During the period from the date hereof to but not including the Facility Termination Date: (i) in the case of any Purchaser Group that includes a Conduit, such Conduit may, at its option, purchase, or, if such Conduit shall decline to purchase, the Conduit PurchasersFinancial Institutions in such Conduit’s Purchaser Group shall purchase, ratably, in accordance with Purchaser Interests through the aggregate of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller Agent from time to timetime in an aggregate amount not to exceed (x) the Group Purchase Limit for such Purchaser Group or (y) in respect of any Financial Institution, and if and to such Financial Institution’s Commitment; and (ii) in the extent case of any Conduit Purchaser does not make any such requested payment of Capital or if any Group that does not include a Conduit PurchaserConduit, the Related Committed Purchaser(sFinancial Institutions in such Purchaser Group shall purchase Purchaser Interests through the Agent from time to time in an aggregate amount not to exceed (x) the Group Purchase Limit for such Conduit Purchaser Group or (y) in respect of any Financial Institution, such Financial Institution’s Commitment. Without limiting the Committed foregoing, at no time may the Aggregate Capital exceed (i) the Net Receivables Balance minus the Aggregate Reserves or (ii) the Purchase Limit. (b) Seller may, upon at least ten (10) Business Days’ notice to each Managing Agent and the Agent, terminate in whole or reduce in part the Purchase Limit; provided that after giving effect to any such reduction, the Aggregate Capital shall not exceed the Purchase Limit. Any such partial reduction shall be in an amount at least equal to $5,000,000 or an integral multiple thereof. Upon any reduction in the Purchase Limit, each Group Purchase Limit shall be permanently reduced by a corresponding amount (ratably among the Purchaser for such Group, as Groups in accordance with their Pro Rata Shares) and the case may be, shall, Commitments of each Financial Institution in each Purchaser Group shall be reduced ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, from time to time during the period from the Closing Date to the Maturity Date. Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage AmountPercentages.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Conduit Purchasers, ratably, in accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller from time to time, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the 742583266 14453710 Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, from time to time during the period from the Closing Date to the Maturity Date. Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage Amount.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on a. On the terms and subject to the conditions hereinafter set forthforth in this Agreement, including, without limitation, the Conduit Purchasersconditions set forth in Article IV: (i) From time to time prior to the Facility Termination Date, ratablySeller may sell Receivable Interests to the Purchasers by delivering to the Purchasers not later than 1:00 p.m. (New York City time) on the proposed Purchase Date (which shall be a Business Day), an irrevocable written notice in the form set forth as Exhibit II-A hereto (a “Purchase Notice”) in accordance with the aggregate Section 1.2; and (ii) Upon timely receipt of a Purchase Notice, each of the Commitments of the Related Committed Purchasers with respect to each such Conduit PurchaserPurchasers, severally and not jointly, agrees to purchase its Percentage of the Receivable Interest described in such Purchase Notice; provided that (1) at no time may the aggregate Capital of any Purchaser at any one time outstanding exceed the lesser of (x) the amount of such Purchaser’s Commitment hereunder, and (y) such Purchaser’s Percentage of the Investment Base, (2) in no event shall the Aggregate Capital outstanding hereunder exceed the lesser of (x) the Facility Limit, and (y) the Investment Base, and (3) in no event may the aggregate Receivable Interests exceed 100%. Each Purchaser’s several Commitment shall automatically terminate on the Facility Termination Date. b. Seller may, in their sole discretion, make payments of Capital by delivering at least five (5) Business Days’ irrevocable notice to the Seller from time to timePurchasers, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital terminate in whole or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, shallpermanently reduce in part, ratably amongst the Purchasers in accordance with their respective CommitmentsPercentages, severally and not jointly, make such payments the unused portion of Capital to the Seller, in either case, from time to time during the period from the Closing Date to the Maturity Date. Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) ; provided that each partial reduction of the sum of (A) the Capital of such Facility Limit shall be in an aggregate amount equal to $1,000,000 per Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage Amount.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter hereof, Seller may, at its option, sell and assign Purchaser Interests to the AgentManaging Agents for the benefit of one or more of the Purchasers. in their respective Purchaser Group. In accordance with the terms and conditions set forthforth herein, JS Trusteach Conduit may, at its option, instruct its Managing Agent to cause the Agent to purchase on its behalf of JS Trust, or if JS Trustany Conduit shall decline to purchase, the Conduit Purchasersits Managing Agent shall cause the Agent to purchase, ratablyon behalf of the Financial Institutions, in its Purchaser Group, its Purchaser Group’s Pro Rata Share of such Purchaser Interests from time to time in an aggregate amount not to exceed at such time the lesser of (i) theits Purchaser Group’s Group Purchase Limitand (ii) the aggregate amount of the Back-Up Commitments during the period from the date hereof to but not including the Facility Termination Date. (b) Seller may, upon at least 5 Business Days’ notice to the Agent and each Managing Agent, terminate in whole or reduce in part,ratably among the Financial Institutions, the unused portion of the Purchase Limit;provided thet each partial reduction of. Upon any reduction of the Purchase Limit, the Group Purchase Limits shall be permanently reduced by a corresponding amount (ratably among the Purchaser Groups in accordance with the aggregate of their Pro Rata Shares) and the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, Financial Institution in their sole discretion, make payments of Capital to the Seller from time to time, and if and to the extent any Conduit each Purchaser does not make any such requested payment of Capital or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, shall, shall be reduced ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, from time to time during the period from the Closing Date to the Maturity DatePercentages. Each such payment reduction in the Purchase Limit shall be in an aggregate amount equal to $5,000,000 or a larger multiple of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage Amount$1,000,000.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on On the terms and subject to the conditions hereinafter set forth, the Conduit Purchaserseach of CAFCO and VFCC may, ratablyin its sole discretion, ratably in accordance with the aggregate Investor Purchase Limit of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaserits Group, severally and not jointlyand, may, in their sole discretion, make payments of Capital to the Seller from time to time, and if and to the extent any Conduit Purchaser CAFCO or VFCC does not make any such requested payment of Capital or if any Group does not include a Conduit Purchaserpurchase, the Related Committed Purchaser(s) Banks for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, Investor shall, ratably in accordance with their respective Bank Commitments, severally and not jointly, make such payments of Capital to purchase Receivable Interests from the Seller, in either case, Seller from time to time during the period from the Closing Date date hereof to the Maturity Date. Each such payment Facility Termination Date (in the case of Capital by a Purchaser the Investors) and to the Seller Commitment Termination Date (in the case of the Banks); provided, however, that during the Term Period for any Group, the Investor in such Group shall constitute an Investment hereunder for all purposesnot purchase any Receivable Interests hereunder. Under no circumstances shall the Investors make any Purchaser such purchase, or the Banks be obligated to make any Investment to the extent thatsuch purchase, if after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) purchase the aggregate outstanding Capital of each other Purchaser in its Group, Receivable Interests would exceed the Purchase Limit. Notwithstanding the foregoing, at any time when L/C Receivable Interests are outstanding and a request for an additional purchase is made hereunder (which complies with the limitation in the immediately preceding sentence) but which, if allocated ratably in accordance with the respective Investor Purchase Limits or Bank Commitments as set forth in the second preceding sentence, would cause the aggregate Capital of Receivable Interests (including L/C Receivable Interests) held by the Investors and the Banks in the VFCC Group Commitment of to exceed the Investor Purchase Limit for such Purchaser’s Group; (iii) if , then such Purchaser is a Committed Purchaserexcess shall be allocated to, and shall be purchased by, the aggregate outstanding Capital Investors or Banks in the CAFCO Group, subject to the other terms and conditions of this Article II and Article III (any purchase pursuant to such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage Amountallocation being referred to herein as a “Non-Pro-Rata Allocation”).

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forthhereof, Seller may, at its option, sell and assign Purchaser Interests to the Conduit Agent, for the benefit of the Purchasers, ratablyin all of its Receivables, Related Security, Collections, and proceeds of any of the foregoing, in each case, whether now owned or hereafter arising. In accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to terms and conditions set forth herein, each such Conduit Purchaser, severally and not jointly, may, in their sole discretionat its option, make payments of Capital instruct the related Managing Agent to purchase on its behalf through the Seller from time to timeAgent, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does not include a such Conduit Purchasershall decline to purchase, the Related Committed Purchaser(s) for such Conduit applicable Managing Agent shall purchase, on behalf of the applicable Financial Institutions through the Agent, Purchaser or the Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, Interests from time to time in an aggregate amount not to exceed the Purchase Limit, and for each Purchase Group, in an aggregate amount not to exceed the Group Purchase Limit for such Purchase Group, during the period from the Closing Date date hereof to but not including the Facility Termination Date. Notwithstanding the foregoing, at no time shall a Purchaser Interest be purchased for a Financial Institution pursuant to this Section 1.1(a) if the Capital allocated to the Maturity DateFinancial Institution with respect to such Purchaser Interest would exceed such Financial Institution's Unused Back-up Commitment at such time. (b) Seller may, upon at least 30 days' notice to the Agent and each Managing Agent, terminate in whole or reduce in part, ratably among the Financial Institutions based on the amount of their Back-Up Commitments, the Unused Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof. Each such payment of Capital Financial Institution's Back-Up Commitment shall be reduced by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital its Pro Rata Share of each other Purchaser reduction in the Purchase Limit, and each Financial Institution's Liquidity Commitment shall be reduced by its Group, would exceed Pro Rata Share of 102% of each such reduction in the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage AmountPurchase Limit.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forthhereof, Seller may, at its option, sell and assign Purchaser Interests to the Conduit Administrative Agent for the benefit of one or more of the Purchasers, ratably, in . In accordance with the aggregate terms and conditions set forth herein, the Relevant Conduits in their respective Conduit Groups may collectively, at their option, instruct the Administrative Agent to purchase on their behalf, or if either of the Commitments Relevant Conduits shall decline to purchase, the Administrative Agent shall purchase, on behalf of the Related Committed Purchasers with respect to each such in the related Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller from time to time, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, Purchaser Interests from time to time in an aggregate amount not to exceed at such time the lesser of (i) the Purchase Limit and (ii) the aggregate amount of the Commitments during the period from the Closing Date date hereof to but not including the Maturity Facility Termination Date. Furthermore, with respect to each Conduit Group, the product of (x) the Purchase Pro Rata Share of such Conduit Group and (y) the aggregate amount of outstanding Capital of the Purchaser Interests so purchased by the Purchasers in such Conduit Group from time to time shall not exceed at such time the lesser of (a) the related Group Purchase Limit and (b) the aggregate amount of the related Commitments for such Conduit Group during the period from the date hereof to but not including the Facility Termination Date. Each of the parties hereto hereby acknowledges and agrees that from and after the Fifth Amendment Date and for all purposes under the Transaction Documents, the Conduit Group that includes SunTrust Bank shall not include a Conduit (unless and until a Conduit shall later join such payment of Capital by a Purchaser Conduit Group pursuant to the terms hereof), and each request by Seller for purchases by Conduits in such Conduit Group pursuant to Section 1.2 shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated deemed to be a request that the Committed Purchasers in such Conduit Group make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage Amountpurchase.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forthhereof, the Conduit Seller may, at its option, sell and assign Purchaser Interests to the Administrative Agent for the benefit of the Purchasers, ratably, in . In accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to terms and conditions set forth herein, each such Conduit Purchaser, severally and not jointly, may, in their sole discretionat its option, make payments of Capital instruct its related Managing Agent to purchase through the Seller from time to timeAdministrative Agent on behalf on such Conduit, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does such Conduit shall decline to purchase and the Seller has not include a Conduit Purchasercancelled the Purchase Notice (as defined below) pursuant to Section 1.2, such related Managing Agent shall purchase though the Administrative Agent, on behalf of the Financial Institutions in such Conduit’s Purchaser Group, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, Interests from time to time in an aggregate amount not to exceed the Group Purchase Limit for such Purchaser Group during the period from the Closing Date date hereof to but not including the Maturity Facility Termination Date. Each such payment of Capital by a Purchaser . (b) The Seller may, upon at least 10 Business Days’ notice to each Managing Agent, terminate in whole or reduce in part, the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, Purchase Limit; provided that after giving effect to any such Investment reduction and all other Investments being made any amounts paid to reduce the outstanding Purchaser Interests on such date: , (i) the Aggregate Capital would shall not exceed the Facility Limit; Purchase Limit and (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser if reduced in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaserpart, the aggregate outstanding Capital Purchase Limit shall not be less than $50,000,000. Any such partial reduction shall be in a minimum amount of $5,000,000 or an integral multiple thereof. Any such Committed reduction shall, (x) reduce each Group Purchase Limit (and the corresponding Conduit Purchase Limit(s)) hereunder ratably in accordance with each Purchaser would exceed Group’s Pro Rata Share and (y) reduce each Financial Institution’s Commitment ratably within its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage AmountPurchaser Group in accordance with each Financial Institution’s Pro Rata Share.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on On the terms and subject to the conditions hereinafter set forth, the Conduit Purchaserseach of CAFCO and CXXXXX may, ratablyin its sole discretion, ratably in accordance with the aggregate of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller from time to timeits respective Investor Purchase Limit, and if and to the extent any Conduit Purchaser does not make any such requested payment of Capital or if any Group does not include a Conduit Purchaser, the Related Committed Purchaser(s) for such Conduit Purchaser or the Committed Purchaser for such Group, as the case may be, Banks shall, ratably in accordance with their respective Bank Commitments, severally and not jointly, make such payments of Capital to purchase Receivable Interests from the Seller, in either case, Seller from time to time during the period from the Closing Date date hereof to the Maturity Date. Each such payment Facility Termination Date (in the case of Capital by a Purchaser CAFCO and CXXXXX) and to the Seller shall constitute an Investment hereunder for all purposesCommitment Termination Date (in the case of the Banks). Under no circumstances shall either CAFCO or CXXXXX make any Purchaser such purchase, or the Banks be obligated to make any Investment to the extent thatsuch purchase, if after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) purchase the aggregate outstanding Capital of each other Purchaser in its Group, Receivable Interests would exceed the Group Commitment of Aggregate Purchase Limit, nor shall CAFCO or CXXXXX make any such Purchaser’s Group; (iii) purchase if after giving effect to such Purchaser is a Committed Purchaser, purchase the aggregate outstanding Capital of Receivable Interests purchased by such Committed Purchaser Investor would exceed its Commitment; orInvestor Purchase Limit. (ivb) The Seller may at any time after March 31, 2003, upon at least five Business Days’ notice to the Agent, terminate the facility provided for in this Agreement in whole or, from time to time, reduce in part the Aggregate Capital would Purchase Limit by an amount not to exceed the unused portion of the Aggregate Purchase Limit; provided that each partial reduction shall be in the amount of at least $1,000,000 or an integral multiple thereof. (c) If a Bank, other than Citibank, does not extend its Bank Commitment prior to the then Commitment Termination Date, but the other Bank or Banks extend their Bank Commitments prior to the occurrence of the Commitment Termination Date, so long as the aggregate amount of the Bank Commitments after such extensions shall equal or exceed $250,000,000, unless the Seller gives at least five Business Days’ notice to the Agent that it is terminating the facility contemplated by this Agreement, the Aggregate Purchase Limit and Capital Coverage Amountwill be reduced to an amount equal to the aggregate amount of the Bank Commitments after such extensions, and each Bank’s Bank Commitment shall equal the amount for which that Bank agreed to extend its Bank Commitment subject to reduction (or termination) thereafter as otherwise provided in this Agreement. (d) Until the Agent gives the Seller the notice provided in Section 3.02(c)(iii), the Agent, on behalf of the Investors which own Receivable Interests, may have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.04 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interests. The Agent, on behalf of the Banks which own Receivable Interests, shall have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.04 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interests.

Purchase Facility. (a) Investments Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forthhereof, Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of one or more of the Purchasers. In connection with the foregoing, until but not including the Facility Termination Date: (i) in the case of any Purchaser Group that includes a Conduit, such Conduit may, at its option, purchase, or, if such Conduit shall decline to purchase, the Conduit PurchasersFinancial Institutions in such Conduit’s Purchaser Group shall purchase, ratably, in accordance with Purchaser Interests through the aggregate of the Commitments of the Related Committed Purchasers with respect to each such Conduit Purchaser, severally and not jointly, may, in their sole discretion, make payments of Capital to the Seller Agent from time to timetime in an aggregate amount not to exceed (x) the Group Purchase Limit for such Purchaser Group or (y) in respect of any Financial Institution, and if and to such Financial Institution’s Commitment; and (ii) in the extent case of any Conduit Purchaser does not make any such requested payment of Capital or if any Group that does not include a Conduit PurchaserConduit, the Related Committed Purchaser(sFinancial Institutions in such Purchaser Group shall purchase Purchaser Interests through the Agent from time to time in an aggregate amount not to exceed (x) the Group Purchase Limit for such Conduit Purchaser Group or (y) in respect of any Financial Institution, such Financial Institution’s Commitment. Without limiting the Committed foregoing, at no time may the Aggregate Capital exceed (i) the Net Receivables Balance minus the Aggregate Reserves or (ii) the Purchase Limit. (b) Seller may, upon at least ten (10) Business Days’ notice to each Managing Agent and the Agent, terminate in whole or reduce in part the Purchase Limit; provided that after giving effect to any such reduction, the Aggregate Capital shall not exceed the Purchase Limit. Any such partial reduction shall be in an amount at least equal to $5,000,000 or an integral multiple thereof. Upon any reduction in the Purchase Limit, each Group Purchase Limit shall be permanently reduced by a corresponding amount (ratably among the Purchaser for such Group, as Groups in accordance with their Pro Rata Shares) and the case may be, shall, Commitments of each Financial Institution in each Purchaser Group shall be reduced ratably in accordance with their respective Commitments, severally and not jointly, make such payments of Capital to the Seller, in either case, from time to time during the period from the Closing Date to the Maturity Date. Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment to the extent that, after giving effect to such Investment and all other Investments being made on such date: (i) the Aggregate Capital would exceed the Facility Limit; (ii) the sum of (A) the Capital of such Purchaser, plus (B) the aggregate outstanding Capital of each other Purchaser in its Group, would exceed the Group Commitment of such Purchaser’s Group; (iii) if such Purchaser is a Committed Purchaser, the aggregate outstanding Capital of such Committed Purchaser would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Capital Coverage AmountPercentages.