Common use of Capital Purchases Clause in Contracts

Capital Purchases. The Seller shall provide each of the Managing Agents with a purchase notice, in the form of Exhibit B (each a "Purchase Request"), no later than 3:00 p.m. (New York time) at least three (3) Business Days prior to each Capital Purchase. Each Purchase Request shall, except as set forth below, be irrevocable and shall specify the requested Purchase Price (not to be less than $5,000,000) and date of purchase (which shall be a Business Day). Each Purchase Group shall fund each Capital Purchase ratably based on the respective Funding Percentage of such Purchase Group. The Conduit Purchasers of each Purchase Group may, in their discretion, fund the Purchase Group's Funding Percentage of such Capital Purchase (such amount of the Capital Purchase allocated to such Purchase Group being referred to as the "Funding Amount") and the Managing Agent of each Purchase Group shall allocate the portions of the Funding Amount, if any, to be funded by each such Conduit Purchaser in its sole discretion; provided that no Conduit Purchaser shall fund any portion of a Capital Purchase if, after giving effect thereto, the aggregate Capital of its Purchased Interest would exceed its Conduit Purchase Limit. In the event that the Conduit Purchasers of any Purchase Group elect not to fund the Funding Amount, then the Committed Purchasers in such Purchase Group shall, subject to the terms and conditions of this Agreement including without limitation Section 3.03, fund such Funding Amount (or the unfunded portion thereof) ratably based on the respective Committed Purchaser Percentages of such Committed Purchasers; provided that (i) no Committed Purchaser shall be required to fund any portion of a Capital Purchase if, after giving effect thereto, the aggregate Capital of its Purchased Interest would exceed its Commitment, and (ii) no Purchaser shall be required to fund any portion of a Capital Purchase if, after giving effect thereto, the aggregate Capital of the Purchased Interests of all Purchasers in its Purchase Group would exceed the Group Purchase Limit of its Purchase Group. Each applicable Purchaser shall transfer the portion of such Capital Purchase to be funded by it in immediately available funds to the account and on the date of Capital Purchase specified in the related Purchase Request.

Capital Purchases. The From and after the ClosingAmendment Effective Date and until the Facility Termination Date and subject to the terms and conditions hereof, the Seller shall provide may from time to time sell Transferred Receivables to each Purchaser Agent for the benefit of the Managing Agents with a purchase notice, Purchasers in the form of Exhibit B its Purchaser Group (each a "ratably based upon their Group Purchase Request"Limits), no later than 3:00 p.m. (New York time) at least three (3) Business Days prior to and each Capital Purchase. Each Purchase Request shall, except as set forth below, be irrevocable Conduit Purchaser and shall specify the requested Purchase Price (not to be less than $5,000,000) and date of purchase (which shall be a Business Day). Each Purchase Group shall fund each Capital Purchase ratably based on the respective Funding Percentage of such Purchase Group. The Conduit Purchasers of each Purchase Group may, in their discretion, fund the Purchase Group's Funding Percentage of such Capital Purchase (such amount of the Capital Purchase allocated to such Purchase Group being referred to as the "Funding Amount") and the Managing Agent of each Purchase Group shall allocate the portions of the Funding Amount, if any, to be funded by each such Conduit Purchaser in its sole discretion; provided that no , instruct its related Purchaser Agent to purchase such Transferred Receivables on its behalf, and if the Conduit Purchaser in a Purchaser Group declines to so purchase, each Committed Purchaser severally agree to purchase Transferred Receivablesin the related Purchaser Group shall fund any portion purchase such Transferred Receivables ratably in accordance with its respective Committed Purchaser Percentage (each such purchase hereunder, a “Capital Purchase”) from the Seller from time to time and the Seller agrees to sell such Transferred Receivables to the Purchasers.. The obligation of the Conduit Purchaser to the Committed Purchasers to make Purchases hereunder shall be from the ClosingCapital Purchases hereunder shall be from the Amendment Effective Date until the occurrence of either a Committed Purchaser Funding Event or the Facility Termination Date. The obligation of the Committed Purchaser to make Purchases hereunder shall be from and after the occurrence of a Capital Committed Purchaser Funding Event until the Facility Termination Date. Under no circumstances shall the . Under no circumstances shall the Purchasers make any Purchase if, after giving effect thereto, the a Purchase Excess would exist. The aggregate Capital of its Purchased Interest would exceed its Conduit Purchase Limit. In the event that the Conduit Purchasers of any Purchase Group elect not to fund the Funding Amount, then the Committed Purchasers in purchase price for each such Purchase Group shall, subject to shall equal the terms and conditions of this Agreement including without limitation Section 3.03, fund such Funding Amount (or the unfunded portion thereof) ratably based on the respective Committed Purchaser Percentages of such Committed Purchasers; provided that (i) no Committed Purchaser shall be required to fund any portion of a Cash Capital Purchase Price plus the Deferred if, after giving effect thereto, the a Purchase Price.Excess would exist. The aggregate Capital of its Purchased Interest would exceed its Commitment, and (ii) no Purchaser purchase price for each such purchase shall be required to fund any portion of a Capital Purchase if, after giving effect thereto, paid by the aggregate Capital of the Purchased Interests of all Applicable Purchasers in its Purchase Group would exceed the Group Purchase Limit of its Purchase Group. Each applicable Purchaser shall transfer the portion of such Capital Purchase to be funded by it in immediately available funds cash and through payments made to the account and on the date of Capital Purchase specified in the related Purchase RequestSeller pursuant to Section 6.03(c) hereof.

Capital Purchases. The Seller shall provide each of the Managing Agents Agent with a purchase notice, in the form of Exhibit EXHIBIT B (each a "Purchase RequestPURCHASE REQUEST"), no later than 3:00 p.m. (New York time) at least three (3) Business Days prior to each Capital Purchase. Each Purchase Request shall, except as set forth below, be irrevocable and shall specify the requested Purchase Price (not to be less than $5,000,0001,000,000) and date of purchase (which shall be a Business Day). Each Following receipt of a Purchase Group Request, the Agent will determine whether the Conduit Purchaser will make the requested Capital Purchase. If the Conduit Purchaser declines to make such Capital Purchase, the Agent shall fund promptly notify the Seller and the Seller may, on the day it receives such notice, either (x) cancel the applicable Purchase Request or (y) request that the Committed Purchasers make such Capital Purchase, in each case by notice to the Agent. If the Seller does not so notify the Agent, then the applicable Purchase Request is canceled. On the date of each Capital Purchase ratably based Purchase, upon satisfaction of the applicable conditions precedent set forth in ARTICLE III, the Conduit Purchaser or each Committed Purchaser, as applicable, shall make available to the Agent at its address listed beneath its signature on the respective Funding Percentage of such Purchase Group. The Conduit Purchasers of each Purchase Group mayits signature page to this Agreement, in their discretionsame day funds, fund an amount equal to (1) in the Purchase Group's Funding Percentage of such Capital Purchase (such amount case of the Capital Purchase allocated to such Purchase Group being referred to as the "Funding Amount") and the Managing Agent of each Purchase Group shall allocate the portions of the Funding Amount, if any, to be funded by each such Conduit Purchaser in its sole discretion; provided that no Conduit Purchaser shall fund any portion of a Capital Purchase if, after giving effect theretoPurchaser, the aggregate Purchase Price with respect to such Capital of its Purchased Interest would exceed its Conduit Purchase Limit. In the event that the Conduit Purchasers of any Purchase Group elect not to fund the Funding Amount, then the Committed Purchasers in such Purchase Group shall, subject to the terms and conditions of this Agreement including without limitation Section 3.03, fund such Funding Amount (or the unfunded portion thereof) ratably based on the respective Committed Purchaser Percentages of such Committed Purchasers; provided that (i) no Committed Purchaser shall be required to fund any portion of a Capital Purchase if, after giving effect thereto, the aggregate Capital of its Purchased Interest would exceed its CommitmentPurchase, and (ii2) no Purchaser shall be required to fund any portion in the case of a Committed Purchaser, such Committed Purchaser's Pro Rata Share of the aggregate Purchase Price with respect to such Capital Purchase if, after giving effect theretoPurchase. After receipt by the Agent of such funds, the aggregate Capital of the Purchased Interests of all Purchasers in its Purchase Group would exceed the Group Purchase Limit of its Purchase Group. Each applicable Purchaser shall transfer the portion of Agent will make such Capital Purchase to be funded by it in immediately funds available funds to the Seller by wire transfer to such account and on as shall have been designated by the date of Capital Purchase specified in the related Purchase RequestSeller.

Capital Purchases. The Seller shall provide each of the Managing Agents with a purchase notice, in the form of Exhibit B (each a "“Purchase Request"”), no later than 3:00 p.m. (New York time) at least three two (32) Business Days Day prior to each Capital Purchase. Each Purchase Request shall, except as set forth below, be irrevocable and shall specify the requested Purchase Price (not to be less than $5,000,000) and date of purchase (which shall be a Business Day). Each Following receipt of a Purchase Group Request, each Managing Agent will determine whether the relevant Conduit Purchaser will make the requested Capital Purchase. If any Conduit Purchaser declines to make such Capital Purchase, its Managing Agent shall fund each Capital Purchase ratably based promptly notify the Agent and the Seller and the Seller may, on the respective Funding Percentage of day it receives such notice, either (x) cancel the applicable Purchase Group. The Conduit Request or (y) request that the related Committed Purchasers of each Purchase Group maymake such Capital Purchase, in their discretion, fund each case by notice to the Purchase Group's Funding Percentage of such Capital Purchase (such amount of the Capital Purchase allocated to such Purchase Group being referred to as the "Funding Amount") Agent and the Managing Agents. If the Seller does not so notify the Agent of each Purchase Group shall allocate and the portions of the Funding Amount, if any, to be funded by each such Conduit Purchaser in its sole discretion; provided that no Conduit Purchaser shall fund any portion of a Capital Purchase if, after giving effect thereto, the aggregate Capital of its Purchased Interest would exceed its Conduit Purchase Limit. In the event that the Conduit Purchasers of any Purchase Group elect not to fund the Funding AmountManaging Agents, then the Committed Purchasers in such applicable Purchase Group shall, subject to the terms and conditions of this Agreement including without limitation Section 3.03, fund such Funding Amount (or the unfunded portion thereof) ratably based on the respective Committed Purchaser Percentages of such Committed Purchasers; provided that (i) no Committed Purchaser Request shall be required deemed to fund any portion be canceled. On the date of each Capital Purchase, upon satisfaction of the applicable conditions precedent set forth in Article III, each Conduit Purchaser or Committed Purchaser, as applicable, shall make available to its Managing Agent at its address listed beneath its signature on its signature page to this Agreement, in same day funds, an amount equal to (1) in the case of a Capital Purchase ifConduit Purchaser, after giving effect thereto, such Conduit Purchaser’s Conduit Purchaser Percentage of the aggregate Purchase Price with respect to such Capital of its Purchased Interest would exceed its CommitmentPurchase, and (ii2) no Purchaser shall be required to fund any portion in the case of a Capital Purchase ifCommitted Purchaser, after giving effect thereto, such Committed Purchaser’s Committed Purchaser Percentage of the aggregate Purchase Price with respect to such Capital of the Purchased Interests of all Purchasers in its Purchase Group would exceed the Group Purchase Limit of its Purchase GroupPurchase. Each applicable Purchaser shall transfer the portion After receipt by each Managing Agent of such Capital Purchase to be funded by it in immediately funds, such Managing Agent will make such funds available funds to the Seller by wire transfer to such account and on as shall have been designated by the date of Capital Purchase specified in Seller or the related Purchase RequestServicer.