Common use of The Purchases Clause in Contracts

The Purchases. (a) Subject to the conditions described in Section 2.1, the initial Purchase shall be made in accordance with the procedures described in Section 2.2(b). After the date of the initial Purchase, until the occurrence of the Termination Date, the CP Purchasers and the Liquidity Purchasers shall make subsequent Purchases in accordance with the provisions of the Indenture, but subject to the provisions of Section 2.1 (b) and Section 2.2 hereof. (b) Each Purchase shall be made at least two Business Days after receipt by the Purchaser of a written Funding Notice substantially in the form of Exhibit A hereto delivered by the Issuer to each Deal Agent. Each Funding Notice must be received by the Deal Agents no later than 3:00 p.m. on a Business Day. If any Funding Notice is received by a Deal Agent after 3:00 p.m. on a Business Day or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by such Deal Agent at 9:00 a.m. on the next following Business Day. Each such notice shall specify the amount by which the principal of the Note is to increase on such Purchase Date. The Issuer shall deliver no more than one such notice to each Deal Agent in any calendar month, and each amount specified in any such notice must be in an aggregate amount for all Purchasers at least equal to (i) $5,000,000 in the case of the initial Purchase and (ii) $500,000 in the case of any subsequent Purchase, and integral multiples of $1,000 in excess thereof provided, however, that such Advance shall not (x) exceed the product of (A) 100% minus the Minimum Subordination Percentage and (B) the aggregate Principal Balance of the Eligible Loans being transferred to the Issuer in connection with such Advance and (y) cause the Outstanding Amount of the Notes to exceed the lesser of (i) the Borrowing Base or (ii) the Purchase Limit. Following receipt of such notice, each Deal Agent shall determine whether or not its related CP Purchaser shall make the Purchase. If a CP Purchaser declines to make the Purchase, such Purchase will be made by the related Liquidity Purchaser. On the date of such Purchase, each CP Purchaser or each Liquidity Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Issuer, in same day funds, in the Funding Account, an amount equal to such CP Purchaser's or such Liquidity Purchaser's ratable share of the Purchase.

The Purchases. (a) Subject to the conditions described in Section 2.1, the initial Purchase shall be made in accordance with the procedures described in Section 2.2(b). After the date of the initial Purchase, until the occurrence of the Termination Date, the CP Purchasers and the Liquidity Purchasers shall make subsequent Purchases in accordance with the provisions of the Indenture, but subject to the provisions of Section 2.1 (b2.1(b) and Section 2.2 hereof. (b) Each Purchase shall be made at least two Business Days (or such longer period as may be requested by the Issuer) after receipt by the Purchaser of a written Funding Notice substantially in the form of Exhibit A hereto delivered --------- by the Issuer to each Deal Agent. Such Funding Notice shall include a completed Series 2000-1 Borrowing Base Report substantially in the form of Annex 1 ------- thereto. Each Funding Notice (along with the Series 2000-1 Borrowing Base Report) must be received by the Deal Agents no later than 3:00 p.m. on a Business Day. If any Funding Notice (or Series 2000-1 Borrowing Base Report) is received by a Deal Agent after 3:00 p.m. on a Business Day or on a day that is not a Business Day, such Funding Notice (or Series 2000-1 Borrowing Base Report) shall be deemed to be received by such Deal Agent at 9:00 a.m. on the next following Business Day. Each such notice shall specify the amount by which the principal of the Note is to increase on such Purchase Date. The Issuer shall deliver no more than one such notice to each Deal Agent in any calendar month, and each Each amount specified in any such notice must be in an aggregate amount for all Purchasers at least equal to (i) $5,000,000 in the case of the initial Purchase and (ii) $500,000 in the case of any subsequent Purchase, and integral multiples of $1,000 100,000 in excess thereof provided, however, that such Advance shall not (x) exceed the product of (A) 100% minus the Minimum Subordination Percentage and (B) the aggregate Principal Balance of the Eligible Loans being transferred to the Issuer in connection with such Advance and (y) cause -------- ------- the Outstanding Amount of the Class A Notes to exceed the lesser of (i) the Borrowing Base Purchase Limit or (ii) the Purchase Limit. Following receipt of amount such notice, each Deal Agent shall determine whether or not its related CP Purchaser shall make the Purchase. If a CP Purchaser declines to make the Purchase, that immediately after such Purchase will the Subordination Amount for the Series 2000-1 Notes would be made by less than the related Liquidity PurchaserMinimum Subordination Amount. On the date of such Purchase, each CP Purchaser or each Liquidity Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Issuer, in same day funds, in the Funding Account, an amount equal to such CP Purchaser's or such Liquidity Purchaser's ratable share of the Purchase.

The Purchases. (a) Subject On the terms and subject to the conditions described in Section 2.1hereof, the initial Purchase shall be made Seller hereby agrees to sell and assign and hereby sells, assigns and transfers to each Purchaser, and each Purchaser hereby agrees to purchase and accept and hereby purchases and accepts from the Seller, a pro rata share (calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount) in accordance all Portfolio Receivables, together with all Related Security and Collections and all proceeds of or payments in respect of any and all of the procedures described foregoing, in Section 2.2(b). After each case existing on the date of the initial PurchaseIncremental Investment hereunder or thereafter arising and acquired by the Seller from time to time prior to the Facility Termination Date (in the aggregate, until the occurrence “Portfolio”). For administrative convenience, the Purchasers have appointed the Administrative Agent pursuant to Section 8 to take actions hereunder and under the other Transaction Documents with respect to the Portfolio on behalf of the Termination Date, the CP Purchasers and the Liquidity Purchasers shall make subsequent Purchases in each Purchaser Group in accordance with the provisions respective portions of the IndenturePortfolio funded by that Purchaser Group from time to time. For the avoidance of doubt, the Administrative Agent shall have no right, title or interest in the Portfolio but subject shall act as an agent on behalf of the Purchasers with respect to the provisions Portfolio for the benefit of Section 2.1 (b) and Section 2.2 hereofeach individual Purchaser in accordance to such Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. (b) Each On the terms and subject to the conditions hereof (including Section 3 (Conditions of Purchases)), on the Initial Purchase Date and thereafter from time to time prior to the Facility Termination Date, each Conduit Purchaser may in its sole discretion and each Committed Purchaser shall, if the Conduit 949049213.2 Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio to purchase Receivables and all Related Security and Collections, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the Seller) in accordance with Section 2.2(a), for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 (Purchase procedures); provided that, after giving effect to such Incremental Investments: (i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and (ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base. (c) The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Administrative Agent, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator, the Master Servicer or any other Person under or in connection with the Portfolio, all of which shall remain the obligations and liabilities of the Seller and the Master Servicer, as applicable. (d) The Seller, the Agents and the Purchasers intend that the sale, assignment and transfer of the Portfolio to the Purchasers hereunder shall be made at least two Business Days after receipt treated as a sale for all purposes, other than tax purposes as further described below. If, notwithstanding the intent of the parties, such sale, assignment and transfer of the Portfolio to the Purchasers is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller in, to and under (i) the Portfolio, (ii) all Transaction Documents, all Related Security and all Account Security Agreements, (iii) all other Collateral and (iv) all accounts, general intangibles, chattel paper, instruments, securities, financial assets, investment property, commercial tort claims, deposit accounts, documents, goods and letter-of-credit rights, supporting obligations, securities entitlements (in each case as defined in the UCC) and any and all other personal property and assets of any type or nature in which it has an interest, and all proceeds of the foregoing, in each case, to secure the payment and performance of the Seller’s obligations to the Administrative Agent (on behalf of the Purchasers) and the other Secured Parties hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. For all federal, and applicable state and local, income and franchise tax purposes, the Seller and the Agents agree, and each Purchaser by acquiring an Investment agrees, to treat and report each Investment as indebtedness issued by the Seller. The parties hereto agree that each Investment shall be due and payable to the holder thereof on each Settlement Date. Each Conduit Purchaser that is a U.S. Person, or that otherwise is subject to U.S. federal income taxation on a net basis, which is funding all or any portion of its Investment by the issuance of Commercial Paper in an 949049213.2 Approved Currency other than U.S. Dollars shall match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period. On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), each Conduit Purchaser may make a written Funding Notice substantially Settlement Date Investment in respect of its then-current outstanding Investment (and, to the extent such Conduit Purchaser decides not to make a Settlement Date Investment, its related Committed Purchasers shall make such Settlement Date Investment) in an amount equal to (and in repayment of) all then-current outstanding Investments (it being understood and agreed by the parties hereto that each such Settlement Date Investment shall constitute a new Investment by the relevant Purchaser hereunder). If the Aggregate Invested Amount is to decrease on a Settlement Date, each Settlement Date Investment made by the Purchasers on such date shall be reduced by their respective pro rata shares of the reduced Aggregate Invested Amount (and the reduction in the form of Exhibit A hereto delivered by Aggregate Invested Amount shall be paid to the Issuer to each Deal Agent. Each Funding Notice must be received by applicable Purchasers in the Deal Agents no later than 3:00 p.m. on a Business Dayrelevant Approved Currency in accordance with Section 2.6(f) hereof). If any Funding Notice is received by a Deal Agent after 3:00 p.m. on a Business Day or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by such Deal Agent at 9:00 a.m. on the next following Business Day. Each such notice shall specify the amount by which the principal of the Note Aggregate Invested Amount is to increase on a Settlement Date, each Settlement Date Investment by the Purchasers made on such Purchase Datedate shall be increased by their respective pro rata shares of the increased Aggregate Invested Amount (i.e., through an Incremental Investment in accordance with the terms hereof). The Issuer Settlement Date Investments, any reductions in the Aggregate Invested Amount and any Incremental Investment shall deliver no all be set forth in a single Investment Request with respect to each Settlement Date, which Investment Request shall be delivered for each Settlement Date, regardless of whether the Aggregate Invested Amount is changing on such Settlement Date. (e) If there is more than one Committed Purchaser in a Purchaser Group, each such notice Committed Purchaser shall purchase its Pro Rata Share of such Purchaser Group’s Purchaser Group Percentage of each Investment, to each Deal Agent in any calendar month, and each amount specified the extent not purchased by the related Conduit Purchaser. In the event that one or more of such Committed Purchasers in any such notice must Purchaser Group fails to purchase such Pro Rata Share as required hereunder, each of the other non-defaulting Committed Purchasers in such Purchaser Group shall purchase their Pro Rata Share (calculated without giving effect to such defaulting Committed Purchaser’s Commitment) of such Purchaser Group’s Purchaser Group Percentage of such Investment subject to the other terms and conditions hereof (including Section 2.2(c)(iii) (Committed Purchaser’s Commitment)). (f) Each Incremental Investment in the Portfolio hereunder shall be in an aggregate amount for all Purchasers at least a minimum Invested Amount equal to such amount as will ensure that after giving effect to such Incremental Investment (iA) $5,000,000 in the case no Purchaser Group’s Purchaser Group Percentage of the initial Purchase Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (iiB) each Purchaser Group’s Purchaser Group Percentage of the Aggregate Invested Amount would be an integral multiple of $500,000 100,000 or, in the case of any subsequent Purchase949049213.2 Investment denominated in a Local Currency, and integral multiples of $1,000 in excess thereof provided, however, that such Advance shall not (x) exceed the product of (A) 100% minus the Minimum Subordination Percentage and (B) the aggregate Principal Balance of the Eligible Loans being transferred to the Issuer in connection with such Advance and (y) cause the Outstanding Amount of the Notes to exceed the lesser of (i) the Borrowing Base or (ii) the Purchase Limit. Following receipt 100,000 units of such notice, each Deal Agent shall determine whether or not its related CP Purchaser shall make the Purchase. If a CP Purchaser declines to make the Purchase, such Purchase will be made by the related Liquidity Purchaser. On the date of such Purchase, each CP Purchaser or each Liquidity Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Issuer, in same day funds, in the Funding Account, an amount equal to such CP Purchaser's or such Liquidity Purchaser's ratable share of the PurchaseLocal Currency.