Common use of Making Purchases Clause in Contracts

Making Purchases. (a) Each purchase by the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”), whether the Yield for the Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by Atlantic or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ ' notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the requested duration of the initial Yield Fixed Period for such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether Atlantic has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to Atlantic. If Atlantic has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s 's Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected by the Seller only if the notice referred to in the first sentence of this Section is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by CAFCO or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if in the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) form of a Drawdown Notice from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice Drawdown Notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $2,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), ) and (ii) the date of such purchase (which shall be a Business Day). The Agent shall promptly thereafter notify the Seller whether CAFCO has determined to make a purchase and, and (iii) if so, whether all of the Yield Rate based on terms specified by the Adjusted Eurodollar Rate is Seller are acceptable to apply CAFCO. If CAFCO has determined not to such Receivable Interestmake a proposed purchase, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if Interest; provided, however, that during the Term Period for any Bank, such Bank shall, on the date of such purchase, instruct the Agent to make available to the Seller has not selected another period)at the account set forth in the Drawdown Notice such Bank’s ratable share of the amount of Capital of the Receivable Interest being acquired by such Bank out of the funds available therefor in the Collateral Advance Account.

Making Purchases. (a) Each purchase by The Seller shall notify the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller Purchaser in writing, with a copy to the Agent received not later than 12:30 p.m. (New York City time) on Administrative Agent, of its desire to sell Eligible Receivables to the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on Purchaser pursuant to the Adjusted Eurodollar Rate and that no more than one such terms of this Agreement, which notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to Purchase Price of such Eligible Receivables (which, in the aggregate, shall not be paid to the Seller (such amount being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), less than $500,000) and (ii) the proposed date of such purchase Purchase (which shall be not less than three (3) Business Days after the date of such notice of Purchase hereunder and shall be a Business Day, PROVIDED, that the Seller may only make one request for a Purchase in any calendar week and shall have attached thereto a schedule indicating the Contract number of each Contract relating to such Receivables). The Purchaser shall, and (iii) if the Yield Rate based not later than 12:00 noon, New York City time, on the Adjusted Eurodollar Rate is second Business Day prior to apply to the proposed date of Purchase, notify the Seller in writing (which may be by acknowledgment endorsed on the Seller's notice) of its decision whether or not it will purchase such Receivable Interest, the duration Receivables. The Seller's acceptance of the initial Yield Period for Purchaser's decision to purchase such Receivable Interest. The Agent Receivables shall promptly send notice be irrevocable and binding on the Seller and the Seller shall indemnify the Purchaser against any loss or expense incurred by the Purchaser as a result of any failure by the Seller to accept the Purchase Price by reason of the proposed purchase to all liquidation or reemployment of the Banks concurrently by telecopier, telex funds acquired or cable specifying the date of such purchase, each Bank’s Percentage multiplied requested by the aggregate amount of Capital of Receivable Interest being purchased (Purchaser to fund such Bank’s “Ratable Portion”), whether the Yield for the Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest (which shall be one day if the Seller has not selected another period)requested amount.

Making Purchases. (a) Each incremental purchase by the Investors or the Banks shall be made on at least one Business Day’s notice three (if the applicable Yield Rate is to be based on the Alternate Base Rate3) or three Business Days’ ' notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified dateAgent; provided that no more than five Receivable Interests at (5) purchases shall be made in any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekcalendar month. Each such notice of a an incremental purchase shall be in the form of attached hereto as Annex D G and shall specify (i) the amount requested to be paid to the Seller (such amount of the incremental purchase (which shall not be less than $5,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), and (ii) the date of such incremental purchase (which shall be a Business Day). The Agent shall promptly thereafter notify the Seller whether any or all of the Investors have determined to make such purchase and, and (iii) if so, whether all of the Yield Rate based on terms specified by the Adjusted Eurodollar Rate is to apply Seller are acceptable to such Receivable InterestInvestors. If an Investor has determined not to make a proposed purchase, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex telecopier or cable other electronic means specifying the date of such purchase, each Bank’s 's Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three (3) Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each incremental purchase by of a Receivable Interest (including any purchase made upon the Banks expiration of a Fixed Period) shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice of a purchase Purchase Request shall be in the form of Annex D A and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the each Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), ) and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the desired duration of the initial Yield Fixed Period for each such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether the Issuer has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuer. If the Issuer has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest Interests being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield Assignee Rate for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base RateInterest, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rategiven no later than 12:00 noon) from the Seller to the Program Agent received not later than 12:30 p.m. (New York City time) on the specified date; and each Investor Agent, provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may 6 purchases shall be submitted by the Seller made in any weekcalendar month. Each such notice of a purchase shall be in the form of attached hereto as Annex D I, shall be irrevocable and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iiiiv) if the Yield Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Fixed Period for such Receivable Interest. Each Investor shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor has determined not to make the entire amount of a proposed purchase requested to be made by it, the Investor Agent for such Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopier, telex or cable telecopier specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank’s “Ratable Portion”portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period); provided, however, that during the Term Period for any Group, each Bank in such Group shall, on the date of such purchase, instruct the Program Agent to make available to the Seller at the account set forth in the Funds Transfer Letter such Bank’s Ratable Share of the amount of Capital of the interest in the Receivable Interest being acquired by such Group out of the funds available therefor in the Collateral Advance Account.

Making Purchases. (a) Each purchase by Cxxxxx or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ ' written notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $2,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), and (iii) if the Yield Rate based on the Adjusted Eurodollar Assignee Rate is to apply to such Receivable Interestinterest, the duration of the initial Yield Settlement Period for such Receivable Interest. The Agent shall promptly thereafter notify the Seller (and shall use its reasonable efforts to so notify on the same Business Day if it receives notice prior to 2:00 p.m.) whether Cxxxxx has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to Cxxxxx. If Cxxxxx has determined not to make a proposed purchase, the Agent shall promptly send notice (and shall use its reasonable efforts to send such notice on the same Business Day if it receives notice prior to 2:00 p.m.) of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s 's Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield for the Yield Settlement Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least two Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Settlement Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Program Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekeach Investor Agent. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iiiiv) if such Receivable Interest is to be purchased by a Group other than the Yield Fifth Third Group and the Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such InvestorGroup shall promptly send notice of the proposed purchase to all of the Related Banks forwith respect to such InvestorGroup concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s “Ratable Portion”portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s 's notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Program Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekeach Investor Agent. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iiiiv) if the Yield Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If any Investor has determined not to make the entire amount of a proposed purchase requested to be made by it, the Investor Agent for such Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank’s “Ratable Portion”'s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not given no later than 12:30 p.m. 3:00 P.M. (New York City time) on at least two Business Days' in advance from the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on Seller to the Adjusted Eurodollar Rate Program Agent and each Investor Agent, PROVIDED that no more than one such notice may purchase shall be submitted by the Seller made in any weekWeek. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $3,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group) and (iii) the date of such purchase (which shall be a Business Day), and (iii) if . Each Investor shall promptly notify the Yield Rate based Program Agent whether such Investor has determined to make the requested purchase on the Adjusted Eurodollar Rate is terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to apply make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Receivable Interestthe Investors. If any Investor has determined not to make the entire amount of a proposed purchase requested to be made by it, the duration of the initial Yield Period Investor Agent for such Receivable Interest. The Agent Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank’s “Ratable Portion”'s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least two Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase of a Receivable Interest by the Banks Purchasers shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ ' notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $5,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), ) and (iii) if the Yield Rate based on the Adjusted Eurodollar Assignee Rate is to apply to such Receivable Interest, the duration of the initial Yield Fixed Period for such Receivable Interest. The Conduit Purchaser shall promptly notify the Seller and the Agent whether it has determined to make the requested purchase on the terms specified by the Seller. If the Conduit Purchaser has determined not to make the entire amount of a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks Bank Purchasers concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interest being purchased by such Bank Purchasers (which amount shall be, subject to clause (e) below, equal to the portion of the purchase price not funded by the Conduit Purchaser), each such Bank’s “Ratable Portion”Bank Purchaser's portion thereof (determined ratably in accordance with their respective Commitments), whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another periodperiod in accordance with the provisions set forth in the definition of "Fixed Period").

Making Purchases. (a) Each purchase by Gramercy or the Banks shall be made on a Settlement Date on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three two Business Days’ ' notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice of a purchase shall be in the form of Annex D J and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), and (ii) the date of such purchase (which shall be a Business Day). The Agent shall promptly thereafter notify the Seller whether Gramercy has determined to make a purchase and, and (iii) if so, whether all of the Yield Rate based on terms specified by the Adjusted Eurodollar Rate is Seller are acceptable to apply Gramercy. If Gramercy has determined not to such Receivable Interestmake a proposed purchase, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s 's Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least two Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase of an Asset Interest by any of the Banks Conduit Purchasers or the Committed Purchasers shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three two Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Program Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekeach Group Agent. Each such notice of a purchase shall be in the form of Annex D and an Asset Interest shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, being referred to herein as the initial “Capital” of the Receivable Asset Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Purchase Limit of each Group), and (iii) the date of such purchase (which shall be a Business Day), and (iii) if . Each Conduit Purchaser shall promptly notify the Yield Rate based Program Agent whether such Conduit Purchaser has determined not to make the requested purchase on the Adjusted Eurodollar Rate is terms specified by the Seller. The COLONIAL BANK WAREHOUSE LOAN PURCHASE AGREEMENT Program Agent shall promptly thereafter notify the Seller whether the Conduit Purchasers have determined not to apply make the requested purchase of Asset Interests. If any Conduit Purchaser has determined not to such Receivable Interestmake the entire amount of a proposed purchase requested to be made by it, the duration of the initial Yield Period Group Agent for such Receivable Interest. The Agent Conduit Purchaser shall promptly send notice of the proposed purchase to all of the Banks Related Committed Purchasers for such Conduit Purchaser concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable the Asset Interest being to be purchased by such Related Committed Purchasers (which amount shall be equal to the portion of the initial Capital of the Asset Interest which such Bank’s “Ratable Portion”Conduit Purchaser determined not to purchase), whether the Yield for the Yield Period for each such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base RateRelated Committed Purchaser’s portion thereof (determined ratably in accordance with their respective Commitments), and the duration of the Yield Fixed Period for such Receivable Asset Interest (which shall be one day if the Seller has not selected another periodperiod and such Asset Interest is to be funded at the Alternate Base Rate).

Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three two Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Program Agent received not later than 12:30 p.m. (New York City time) on the specified dateand each Investor Agent; provided that no more than five Receivable Interests at 2 purchases shall be made in any one time outstanding may have calendar month (and during such period that the Collection Agent is required to deliver a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice Weekly Report pursuant to Section 6.02(g)(ii) or a Daily Report pursuant to Section 6.02(g)(iii) an additional 2 purchases may be submitted by the Seller made in any weekone calendar month). Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $5,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), and (iii) the date of such purchase (which shall be a Business Day), and (iii) if . Each Investor shall promptly notify the Yield Rate based Program Agent whether such Investor has determined to make the requested purchase on the Adjusted Eurodollar Rate terms specified by the Seller. The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors. If, on the date any Investor Agent receives any notice of purchase (and provided that such notice is to apply to received by 2:00 p.m. (New York City time) on a Business Day), such Receivable InterestInvestor Agent is aware that the Investor for which such Investor Agent is acting as Investor Agent will not make such purchase, such Investor Agent will notify the Seller, the duration Program Agent and each other Investor Agent thereof by the end of such day (which notice may be by telephone). If any Investor has determined not to make the initial Yield Period entire amount of a purchase requested to be made by it, the Investor Agent for such Receivable Interest. The Agent Investor shall promptly send notice of the proposed purchase to all of the Related Banks for such Investor concurrently by telecopiertelecopier or e-mail, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital not funded by such Investor), and each such Related Bank’s “Ratable Portion”), whether the Yield for the Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest portion thereof (which shall be one day if the Seller has not selected another perioddetermined ratably in accordance with its respective Bank Commitment).

Making Purchases. (a) Each purchase by Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Banks Purchased Interest hereunder shall be made on at least one Business Day’s upon the Seller's irrevocable written notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify B delivered to the Facility Agent in accordance with Section 5.2 (which notice must be received by the Facility Agent before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Euro-Rate, and (ii) at least one Business Day before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Base Rate, which notice shall specify: (A) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000 and anything in excess of $1,000,000 shall be an integral multiple of $100,000), being referred the Capital relating to herein as the initial “Capital” of the Receivable Interest undivided percentage ownership interest then being purchased), (iiB) the date of such purchase Funded Purchase (which shall be a Business Day), (C) the desired funding basis and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”), whether the Yield for the Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest Funded Purchase (which shall be one day if based upon the Seller has Euro-Rate or the Base Rate) and (D) a Daily Report after giving effect to the increase in Capital. Each Funded Purchase described above shall be made by the Banks ratably in accordance with their Pro Rata Shares; provided, however that the failure of any Bank to make a Funded Purchase hereunder shall not selected another periodin itself relieve any other Bank of its obligation to make any Funded Purchase hereunder (it being understood that no Bank shall be responsible for the failure of any other Bank to make any Funded Purchase required by such other Bank hereunder).

Making Purchases. (a) Each purchase by CIESCO or the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from 's notxxx xxom the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any weekAgent. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000, being referred to herein as the initial “"Capital” " of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), and (iii) if the Yield Assignee Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Fixed Period for such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether CIESCO has determined to make a purchase and, if so, whether all of xxx xxrms specified by the Seller are acceptable to CIESCO. Xx XXXSCO has determined not to make a proposed purchase, the Agent shaxx xxxmptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s 's Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”)purchased, whether the Yield for the Yield Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Yield Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

Making Purchases. (a) Each purchase by Funded Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Banks Purchased Interest hereunder shall be made on at least one Business Day’s upon the Seller's irrevocable written notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify B delivered to the Facility Agent in accordance with Section 5.2 (which notice must be received by the Facility Agent before 11:00 a.m., New York City time): (i) at least three Business Days before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Euro-Rate, and (ii) at least one Business Day before the requested purchase date, in the case of a Funded Purchase to be funded at the Yield Rate and based upon the Base Rate, which notice shall specify: (A) the amount requested to be paid to the Seller (such amount amount, which shall not be less than $1,000,000 and anything in excess of $1,000,000 shall be an integral multiple of $100,000, being referred to herein as the initial “Capital” portion of the Receivable Interest Purchasers' Net Investment relating to the undivided percentage ownership interest then being purchased), (iiB) the date of such purchase Funded Purchase (which shall be a Business Day), (C) the desired funding basis and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”), whether the Yield for the Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest Funded Purchase (which shall be one day if based upon the Seller has Euro-Rate or the Base Rate) and (D) a Daily Report after giving effect to the increase in the Purchasers' Net Investment. Each Funded Purchase described above shall be made by the Banks ratably in accordance with their Pro Rata Shares; provided, however that the failure of any Bank to make a Funded Purchase hereunder shall not selected another periodin itself relieve any other Bank of its obligation to make any Funded Purchase hereunder (it being understood that no Bank shall be responsible for the failure of any other Bank to make any Funded Purchase required by such other Bank hereunder).

Making Purchases. (a) Each purchase Purchase of a Receivable Interest by the Banks Purchasers shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received Agent, given not later than 12:30 p.m. 11:00 A.M. (New York City time) (i) on the specified date; provided that no more than five third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interests at any one time outstanding may have a Interest initially bearing Yield Rate based on the Adjusted Eurodollar Rate LIBO Rate, and that no more than one (ii) on the Business Day of such notice may be submitted by Purchase in the Seller in case of the Purchase of any weekReceivable Interest initially bearing Yield based on the Base Rate. Each such notice of a purchase proposed Purchase of a Receivable Interest (a “Notice of Purchase”) shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Annex D Exhibit J hereto, and shall specify (ix) the requested aggregate amount requested of such Purchase (which shall not be less than $1,000,000) to be paid to the Seller Seller, (such amount being referred y) the Citibank Rate and Settlement Period applicable to herein as the initial “Capital” of the Receivable Interest then being purchased)to be purchased and (z) the requested Business Day of such Purchase. The Agent shall give each Purchaser prompt notice of such notice of such proposed Purchase, (ii) the date of such purchase (which shall be a Business Day)Purchase, and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is amount of Capital to apply to be paid by such Receivable InterestPurchaser in connection with such Purchase, the duration of the initial Yield Period for such Receivable Interestby telephone or telecopier. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying On the date of such purchasePurchase, each Bank’s Percentage multiplied by Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Agent its ratable share of the aggregate amount of Capital such Purchase by deposit of Receivable Interest being purchased (such Bankratable share in same day funds to the Agent’s “Ratable Portion”)Account, whether and, after receipt by the Yield for Agent of such funds, the Yield Period for Agent shall cause such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest (which shall funds to be one day if made immediately available to the Seller has not selected another period)at the Seller’s Account.

Making Purchases. (a) Each purchase Purchase of a Receivable Interest by the Banks Purchasers shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received Agent, given not later than 12:30 p.m. 11:00 A.M. (New York City time) (i) on the specified date; provided that no more than five third Business Day before the date of such Purchase in the case of the Purchase of any Receivable Interests at any one time outstanding may have a Interest initially bearing Yield Rate based on the Adjusted Eurodollar Rate and that no more than one (ii) on the Business Day of such notice may be submitted by Purchase in the Seller in case of the Purchase of any weekReceivable Interest initially bearing Yield based on the Base Rate. Each such notice of a purchase proposed Purchase of a Receivable Interest (a "Notice of Purchase") shall be by telephone (confirmed promptly thereafter in writing) or facsimile, in substantially the form of Annex D Exhibit J hereto, and shall specify the requested aggregate amount of such Purchase (iwhich shall not be less than $1,000,000) the amount requested to be paid to the Seller (and the requested Business Day of such amount being referred to herein as the initial “Capital” Purchase. The Agent shall give each Purchaser prompt notice of the Receivable Interest then being purchased)such notice of such proposed Purchase, (ii) the date of such purchase (which shall be a Business Day)Purchase, and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is amount of Capital to apply to be paid by such Receivable InterestPurchaser in connection with such Purchase, the duration of the initial Yield Period for such Receivable Interestby telephone or telefax. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying On the date of such purchasePurchase, each Bank’s Percentage multiplied by Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Agent its ratable share of the aggregate amount of Capital such Purchase by deposit of Receivable Interest being purchased (such Bank’s “Ratable Portion”)ratable share in same day funds to the Agent's Account, whether and, after receipt by the Yield for Agent of such funds, the Yield Period for Agent shall cause such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest (which shall funds to be one day if made immediately available to the Seller has not selected another period)at the Seller's Account.