Common use of Notice of Purchase Clause in Contracts

Notice of Purchase. No later than 5:00 p.m. New York City time on any day that the Company purchases Shares pursuant to the Repurchase Program during the Purchase Period (a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Except as set forth in Section 1.3, each Purchase shall be made pursuant to a Notice of Purchase delivered by Seller and received by Administrative Agent and each Purchaser Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on any day that the Company purchases Shares pursuant to second (2nd) Business Day preceding the Repurchase Program during the Purchase Period (a “Trade Date”) from holders date of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice such proposed Purchase. Each such Notice of Purchase shall specify (A) the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the desired Purchase Price and date of such proposed Purchase (which shall be a schedule Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Other Purchases (including the number of Shares purchased Asset Interest after giving effect to such Purchase and any other Purchase proposed to be made on such day; provided, however, that Seller shall not request, and the purchase prices thereforPurchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). Any excluded fractional share amounts shall be carried over If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the next Settlement Date terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (as defined b) below on the requested date of Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase of SCC Pool Receivables, ISC Pool Receivables or Lease Pool Receivables, as the case may be, shall be made on notice from any Seller or the Servicer (on behalf of all Sellers) to the applicable Administrative Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on the third (3rd) Business Day preceding the date of such proposed Purchase and Purchases of SCC Pool Receivables, Lease Pool Receivables and ISC Pool Receivables may be made in one notice to all three Administrative Agents. Any such notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase and (C) a pro forma calculation of the Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase; provided, however, that, Sellers (and the Servicer on their behalf) shall not submit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month. If any day that Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the Company purchases Shares terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group shall, subject to the terms and conditions hereof, make such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the Repurchase Program during foregoing paragraph (it being understood that any such notice received by the Purchase Period applicable Administrative Agent after 11:00 a.m. (a “Trade Date”New York City time) from holders of Shares other than Seller (shall be deemed to have been received on the “Other Purchases”), following Business Day) the Company applicable Administrative Agent shall deliver written a copy of such Purchase notice to each Purchaser Agent and the other Administrative Agents (or shall advise each Purchaser Agent and the other Administrative Agents as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held funded by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (each Purchaser Group in accordance with any fractional share rounded down to the whole each Purchaser Group’s Ratable Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase shall be made on notice from Seller to Administrative Agent and each Purchaser Agent in the form of a Purchase Notice attached hereto as Exhibit I and received by Administrative Agent and each Purchaser Agent not later than 5:00 1:00 p.m. (New York City time time) on any day that the Company purchases Shares pursuant to date of such proposed Purchase. Each such notice of a proposed Purchase shall specify (A) the Repurchase Program during the desired amount and date of such proposed Purchase Period (which shall be a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”Business Day), (B) the Company shall deliver written notice amount of such proposed Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal allocated to the number of Shares held by Seller which could be sold such that at the completion each Purchaser Group in accordance with each Purchaser Group’s Ratable Share and (C) a pro forma calculation of the Other Purchases Asset Interest after giving effect to such Purchase and the any other Purchase proposed to be made on any Trade Date (with any fractional share rounded down to the whole Share)such day; provided, however, that, Seller shall beneficially own no less not request, and the Purchasers shall not be required to fund, more than 20.0% 4 Purchases per calendar month. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the shares of Common Stock of the Company based terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the number requested date of issued and outstanding shares such Purchase. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30such Purchase or if any Purchaser Group does not contain a Conduit Purchaser, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant subject to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted periodterms and conditions hereof, the number of Shares to be purchased by the Company pursuant Committed Purchaser in such Purchaser Group, subject to the preceding sentence terms and conditions hereof, shall be adjusted to equal the number make its Ratable Share of Shares held such Purchase by Seller which could be sold transferring such that at the completion of the Other Purchases and the Purchase on any Trade Date amount in accordance with clause (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No later than 5:00 p.m. New York City time On the Business Day immediately preceding the date on any day that which Bonds are subject to tender for purchase by the Company purchases Shares Bank pursuant to the Repurchase Program during 1991 Master Resolution, the Purchase Period Issuer shall require the Remarketing Agent to give written notice by facsimile, telex or telegram to the Trustee of the principal amount of Bonds to be tendered on the next Business Day for which, as of [4:00] p.m., it did not have commitments for purchase. Upon receipt of such notice, the Trustee shall immediately give written notice by facsimile, telex or telegram to the Bank of the principal amount of Bonds to be tendered on the next Business Day for which, as of [4:00] p.m., the Remarketing Agent did not have commitments for purchase; provided, however, that the failure of either the Remarketing Agent or the Trustee to provide such notice shall not, of itself, negate the obligation of the Bank to purchase Bonds upon and subject to the terms and conditions otherwise provided hereunder. The Trustee shall give notice by telephone, facsimile, telegram or other telecommunication device, promptly confirmed by a written notice to the Bank in the form of Exhibit A pursuant to an optional tender (pursuant to Section 30-65.17(a) of the 1991 Master Resolution) or a mandatory purchase (pursuant to Sections 30-65.17(b) through (g) of the 1991 Master Resolution), by no later than [12:45] p.m. on the Business Day on which Bonds are subject to an optional tender or mandatory tender for purchase. If the Bank receives such notice as provided above, and subject to the satisfaction of the conditions set forth in Section 5.02, the Bank will transfer to the Trustee not later than [3:00] p.m. on such date (a “Trade Purchase Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Pricein immediately available funds, which number of Shares shall be an amount equal to the number aggregate Purchase Price of Shares held all or such portion of such Eligible Bonds as requested by Seller which could the Trustee. Bonds purchased pursuant to this Section 2.02(a) shall be sold such that at registered in the completion name of the Other Purchases Bank, or if directed in writing by the Bank in the name of its nominee or designee, on the Bond Register and shall be promptly delivered by the Purchase on any Trade Date (with any fractional share rounded down Trustee to the whole Share)Custodian to be held as Liquidity Provider Bonds under the Custody Agreement or as the Bank may otherwise direct in writing, Seller and prior to such delivery shall beneficially own no less than 20.0% be held in trust by the Trustee for the benefit of the shares Bank. If the Bonds purchased pursuant to this Section 2.02(a) are Book Entry Bonds, the beneficial ownership of Common Stock such Bonds shall be credited to the account of the Company based on Bank, or if directed in writing by the number of issued and outstanding shares of Common Stock Bank, the Custodian or other nominee or designee of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30Bank, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that maintained at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement DateDTC.

Notice of Purchase. No later than 5:00 p.m. New York City time on Each ROFR and Co-Sale Rights Holder shall be entitled to purchase all or any day that part of such ROFR and Co-Sale Rights Holder’s pro rata share of the Company purchases Transfer Shares pursuant at the price and upon the terms and conditions specified in the Transfer Notice by giving a written notice to the Repurchase Program during Selling Shareholder within twenty- five (25) Business Days after the Purchase Period (a “Trade Date”) from holders date of Shares other than Seller the Transfer Notice (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “NoticeFirst Refusal Period”) to Seller setting forth stating therein the number of Transfer Shares to be purchased at purchased. If a ROFR and Co-Sale Rights Holder exercises such right and notifies the Purchase Price, which Selling Shareholder of the number of Transfer Shares to be purchased, then such ROFR and Co-Sale Rights Holder shall complete the purchase of the Transfer Shares on the same terms and conditions as those set out in the Transfer Notice. A failure by a ROFR and Co-Sale Rights Holder to respond within such prescribed period shall constitute a decision by such ROFR and Co-Sale Rights Holder not to exercise its right to purchase such Transfer Shares. For the purposes of this clause (c), each ROFR and Co-Sale Rights Holder’s pro rata share of the Transfer Shares shall be equal to the number of Shares held Transfer Shares, multiplied by Seller a fraction, the numerator of which could shall be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued Ordinary Shares (calculated on an as-converted basis assuming conversion of all convertible securities) held by such ROFR and outstanding shares of Common Stock Co-Sale Rights Holder on the date of the Company set forth in Transfer Notice and the Company’s Quarterly Report on Form 10-Q for denominator of which shall be the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the total number of Ordinary Shares purchased (calculated on an as-converted basis assuming conversion of all convertible securities) held on the date of the Transfer Notice by all ROFR and Co-Sale Rights Holders which exercise their right of first refusal under this clause (c) on the Company pursuant to date of the Repurchase ProgramTransfer Notice. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence Each ROFR and Co-Sale Rights Holder shall be adjusted entitled to equal apportion the number right of Shares held by Seller first refusal hereby granted to it in such proportions as it deems appropriate, among itself and its Affiliates which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Dateare not Competitors.

Notice of Purchase. No Each Purchase shall be made on notice from Seller to Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such notice of a proposed Purchase shall specify (A) the desired amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Purchase and any day other Purchase proposed to be made on such day; provided, however, that Seller shall not request, and the Company purchases Shares Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the Repurchase Program during terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the Purchase Period (a “Trade Date”) from holders requested date of Shares other than Seller (Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the “Other Purchases”)terms and conditions hereof, the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase PriceCommitted Purchaser in such Conduit Purchaser’s Purchaser Group, which number of Shares shall be equal subject to the number terms and conditions hereof, shall make its Ratable Share of Shares held such Purchase by Seller which could be sold transferring such that at the completion of the Other Purchases and the Purchase on any Trade Date amount in accordance with clause (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase of SCC Pool Receivables, ISC Pool Receivables, MTM Lease Pool Receivables, or Lease Pool Receivables, as the case may be, shall be made on notice from any Seller or the Servicer (on behalf of all Sellers) to the Administrative Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on the third (3rd) Business Day preceding the date of such proposed Purchase and Purchases of SCC Pool Receivables, Lease Pool Receivables, MTM Lease Pool Receivables, and ISC Pool Receivables, may be made in one notice to the Administrative Agent. Any such notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase, and (C) a pro forma calculation of the Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase; provided, however, that, Sellers (and the Servicer on their behalf) shall not submit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month. If any day that Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the Company purchases Shares terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group shall, subject to the terms and conditions hereof, make such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the Repurchase Program during foregoing paragraph (it being understood that any such notice received by the Purchase Period Administrative Agent after 11:00 a.m. (a “Trade Date”New York City time) from holders of Shares other than Seller (shall be deemed to have been received on the “Other Purchases”), following Business Day) the Company Administrative Agent shall deliver written a copy of such Purchase notice to each Purchaser Agent (or shall advise each Purchaser Agent as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held funded by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (each Purchaser Group in accordance with any fractional share rounded down to the whole each Purchaser Group’s Ratable Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase of SCC Pool Receivables, ISC Pool Receivables, MTM Lease Pool Receivables, or Lease Pool Receivables, as the case may be, shall be made on notice from any Seller or the Servicer (on behalf of all Sellers) to the Administrative Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on the second (2nd) Business Day preceding the date of such proposed Purchase and Purchases of SCC Pool Receivables, Lease Pool Receivables, MTM Lease Pool Receivables, and ISC Pool Receivables, may be made in one notice to the Administrative Agent. Any such notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase, and (C) a pro forma calculation of the Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase; provided, however, that, Sellers (and the Servicer on their behalf) shall not submit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month. If any day that Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the Company purchases Shares terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group shall, subject to the terms and conditions hereof, make such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the Repurchase Program during foregoing paragraph (it being understood that any such notice received by the Purchase Period Administrative Agent after 11:00 a.m. (a “Trade Date”New York City time) from holders of Shares other than Seller (shall be deemed to have been received on the “Other Purchases”), following Business Day) the Company Administrative Agent shall deliver written a copy of such Purchase notice to each Purchaser Agent (or shall advise each Purchaser Agent as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held funded by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (each Purchaser Group in accordance with any fractional share rounded down to the whole each Purchaser Group’s Ratable Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase from Seller by Purchaser shall be made on notice from Seller to the Agent (substantially in the form of Exhibit 1.02 ) received by the Agent not later than 5:00 p.m. 12:00 noon (New York City time time) on any day the last Business Day of the calendar week preceding the date of such proposed Purchase (which shall be the last Business Day of the calendar week following the date of such notice). Each such notice of a proposed Purchase shall specify the desired amount and date of such Purchase and the requested Yield Periods, funding sources and allocations thereto of the Purchaser's Total Investment associated with such Purchase; it being understood and agreed , that the Company purchases Shares pursuant Purchaser shall have no obligation or commitment to fund any Purchase or any Asset Tranche with Commercial Paper Notes, but may agree to do so at its option. The Agent will notify the Purchaser of the request for a Purchase and the terms thereof. The Purchaser shall notify the Agent as to whether the proposed Yield Period, funding sources and allocations of the amount of such Purchase to such Yield Period are reasonably acceptable to it, and if not, what Yield Periods and allocations are acceptable to it. If the Purchaser and the Seller can not agree on terms prior to the Repurchase Program during close of business on the date of such notice, then the Purchaser shall allocate the Purchaser's Tranche Investment relating to such Purchase Period to Asset Tranches accruing Earned Discount at the Adjusted Eurodollar Rate or the CP Rate, as selected by the Purchaser in its sole discretion, for Yield Periods of not more than 30 days (a “Trade Date”) from holders as selected by the Agent); it being understood and agreed , that if the Purchaser is then able to issue Commercial Paper Notes in respect of Shares other than Seller (the “Other Purchases”)this transaction, the Company Agent shall deliver written notice of Purchase (the “Notice”) allocate such amount to Seller setting forth the number of Shares to be purchased an Asset Tranche accruing Earned Discount at the Purchase Price, which number of Shares shall be equal to the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement DateCP Rate.

Notice of Purchase. No later than 5:00 p.m. New York City time On the Business Day immediately preceding the date on any day that which Bonds are subject to tender for purchase by the Company purchases Shares Bank pursuant to the Repurchase Program during Supplemental Resolution, the Purchase Period Authority shall cause the Remarketing Agent to give notice to the Bank of the principal amount of Bonds to be tendered on the next Business Day for which, as of 4:00 p.m., it did not have commitments for purchase; provided, however, that the failure of the Remarketing Agent to provide such notice shall not, of itself, negate the obligation of the Bank to purchase Bonds upon and subject to the terms and conditions otherwise provided hereunder. By no later than 11:30 a.m. on the Business Day on which Bonds are subject to an optional tender or mandatory purchase, the Tender Agent shall give written notice of purchase, by facsimile, telex or telegram, in the form of Exhibit A. If the Bank receives such notice at or before 11:30 a.m., and subject to the satisfaction of the conditions set forth in Section 5.02 hereof, the Bank will transfer to the Tender Agent not later than 2:30 p.m. on such date (a “Trade Purchase Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Pricein immediately available funds, which number of Shares shall be an amount equal to the number aggregate Purchase Price of Shares held all or such portion of such Eligible Bonds as requested by Seller which could the Tender Agent. Bonds purchased pursuant to this Section 2.02(a) shall be sold such that at registered in the completion name of the Other Purchases Bank, or if directed in writing by the Bank its nominee or designee, on the Bond Register and the Purchase on any Trade Date (with any fractional share rounded down shall be promptly delivered to the whole Share)Tender Agent to be held as Purchased Bonds or as the Bank may otherwise direct in writing, Seller and prior to such delivery shall beneficially own no less than 20.0% be held in trust by the Tender Agent for the benefit of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase ProgramBank. Notwithstanding the preceding sentenceforegoing, after if and so long as the end of each restricted periodBonds purchased pursuant to this Section 2.02(a) are Book-Entry Bonds, the number beneficial ownership of Shares such Bonds shall be credited to be purchased the account of the Bank, or if directed in writing by the Company pursuant to Bank, the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion Tender Agent or other nominee or designee of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share)Bank, Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal maintained at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement DateDTC.

Notice of Purchase. No Each Purchase shall be made on notice from Seller to Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on any day that the Company purchases Shares pursuant to second (2nd) Business Day preceding1:00 p.m. (New York City time) on the Repurchase Program during date of such proposed Purchase. Each such notice of a proposed Purchase shall specify (A) the desired amount and date of such proposed Purchase Period (which shall be a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”Business Day), (B) the Company shall deliver written notice amount of such proposed Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal allocated to the number of Shares held by Seller which could be sold such that at the completion each Purchaser Group in accordance with each Purchaser Group’s Ratable Share and (C) a pro forma calculation of the Other Purchases Asset Interest after giving effect to such Purchase and the any other Purchase proposed to be made on any Trade Date (with any fractional share rounded down to the whole Share)such day; provided, however, that, Seller shall beneficially own no less not request, and the Purchasers shall not be required to fund, more than 20.0% 4 Purchases per calendar month. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the shares of Common Stock of the Company based terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the number requested Purchase Date. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30such Purchase or if any Purchaser Group does not contain a Conduit Purchaser, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant subject to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted periodterms and conditions hereof, the number of Shares to be purchased by the Company pursuant Committed Purchaser in such Purchaser Group, subject to the preceding sentence terms and conditions hereof, shall be adjusted to equal the number make its Ratable Share of Shares held such Purchase by Seller which could be sold transferring such that at the completion of the Other Purchases and the Purchase on any Trade Date amount in accordance with clause (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No If the Purchasers receive from the Trustee a Purchase Notice pursuant to Section 7.02 hereof and the provisions of the Indenture not later than 5:00 12:00 p.m. (New York City time time) on the First Initial Bonds Remarketing Date or any day that subsequent date, the Company purchases Shares Purchasers shall, subject to satisfaction of the requirements of Article III hereof, transfer to the Trustee not later than 2:00 p.m. (New York time) on the First Initial Bonds Remarketing Date or such subsequent date, as applicable, in immediately available funds, an amount equal to (i) the aggregate Purchase Price of all Series 2016 Bonds tendered or deemed tendered for purchase on or before such date, less (ii) proceeds deposited or to be deposited in the Remarketing Account (as such term is defined in the Indenture) from a Remarketing in accordance with the Indenture, if any, less (iii) any monies deposited in the Reserve Fund (as such term is defined in the Indenture) and transferred into the Initial Bonds Standby Bond Purchase Account (as such term is defined in the Indenture) pursuant to Section 2.17(d)(i) of the Repurchase Program during Indenture. If, pursuant to Section 7.02 hereof and the provisions of the Indenture, the Purchasers receive from the Trustee a Purchase Period Notice later than 12:00 p.m. (a “Trade Date”New York time) on the First Initial Bonds Remarketing Date or any subsequent date, the Purchasers shall, subject to satisfaction of the requirements of Article III hereof, transfer to the Trustee not later than 2:00 p.m. (New York time) on the immediately succeeding Business Day, in immediately available funds, an amount equal to (i) the aggregate Purchase Price of all Series 2016 Bonds tendered or deemed tendered for purchase on or before such date, less (ii) proceeds deposited or to be deposited in the Remarketing Account (as such term is defined in the Indenture) from holders a Remarketing in accordance with the Indenture, if any, less (iii) any monies deposited in the Reserve Fund (as such term is defined in the Indenture) and transferred into the Initial Bonds Standby Bond Purchase Account (as such term is defined in the Indenture) pursuant to Section 2.17(d)(i) of Shares other than Seller (the “Other Purchases”), Indenture. The Trustee shall also provide telephonic notice to the Company shall deliver written notice Purchasers of the delivery of such Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased Notice at the Purchase Price, which telephone number of Shares shall be equal to the number of Shares held by Seller which could be sold for such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company notice set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased Section 7.02. A Purchase Notice shall be irrevocable after delivery thereof by the Company Trustee. Neither the Purchasers nor the District shall have any responsibility for, nor incur any liability in respect of, any act or any failure to act by the Trustee that results in the Trustee’s failure to effect the purchase of Series 2016 Bonds with funds provided pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Sharethis Section 2.02(a), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Except as set forth in Section 1.3, each Purchase and the payment of the related Cash Purchase Price hereunder shall be made pursuant to a Notice of Purchase delivered by Seller and received by Administrative Agent and each Purchaser Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on the second (2nd) Business Day preceding the date of such proposed Purchase. Each such Notice of Purchase shall specify (A) the requested Cash Purchase Price for such proposed Purchase (which shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof), (B) the date of such proposed Purchase (which shall be a Business Day), (C) the amount of such proposed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (D) a pro forma calculation of the Asset Portfolio after giving effect to such Purchase and any day other Purchase proposed to be made on such day; provided, however, that Seller shall not request, and the Company purchases Shares Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month). If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the Repurchase Program during terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the Purchase Period (a “Trade Date”) from holders requested date of Shares other than Seller (Purchase. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Purchase, subject to the “Other Purchases”)terms and conditions hereof, the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase PriceCommitted Purchaser in such Conduit Purchaser’s Purchaser Group, which number of Shares shall be equal subject to the number terms and conditions hereof, shall make its Ratable Share of Shares held such Purchase by Seller which could be sold transferring such that at the completion of the Other Purchases and the Purchase on any Trade Date amount in accordance with clause (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase from Seller by Purchaser shall be made on notice from Seller to the Agent (substantially in the form of Exhibit 1.02) received by the Agent not later than 5:00 p.m. 12:00 noon (New York City City) time on any day the last Business Day of the calendar week preceding the date of such proposed Purchase (which shall be the last Business Day of the calendar week following the date of such notice). Each such notice of a proposed Purchase shall specify the desired amount and date of such Purchase and the requested Yield Periods, funding sources and allocations thereto of the Purchaser's Total Investment associated with such Purchase; it being understood and agreed, that the Company purchases Shares pursuant Purchaser shall have no obligation or commitment to fund any Purchase or any Asset Tranche with Commercial Paper Notes, but may agree to do so at its option. The Agent will notify the Purchaser of the request for a Purchase and the terms thereof. The Purchaser shall notify the Agent as to whether the proposed Yield Period, funding sources and allocations of the amount of such Purchase to such Yield Period are reasonably acceptable to it, and if not, what Yield Periods and allocations are acceptable to it. If the Purchaser and the Seller cannot agree on terms prior to the Repurchase Program during close of business on the date of such notice, then the Purchaser shall allocate the Purchaser's Tranche Investment relating to such Purchase Period (a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased Asset Tranches accruing Earned Discount at the Purchase PriceAdjusted Eurodollar Rate or the CP Rate, which number of Shares shall be equal to the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased as selected by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentencePurchaser in its sole discretion, after the end for Yield Periods of each restricted period, the number of Shares to be purchased not more than 30 days (as selected by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such Agent); it being understood and agreed, that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.if

Notice of Purchase. No Each Purchase shall be made on notice from Seller to Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 5:00 1:00 p.m. (New York City time time) on any day that the Company purchases Shares pursuant to date of such proposed Purchase. Each such notice of a proposed Purchase shall specify (A) the Repurchase Program during the desired amount and date of such proposed Purchase Period (which shall be a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”Business Day), (B) the Company shall deliver written notice amount of such proposed Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal allocated to the number of Shares held by Seller which could be sold such that at the completion each Purchaser Group in accordance with each Purchaser Group’s Ratable Share and (C) a pro forma calculation of the Other Purchases Asset Interest after giving effect to such Purchase and the any other Purchase proposed to be made on any Trade Date (with any fractional share rounded down to the whole Share)such day; provided, however, that, Seller shall beneficially own no less not request, and the Purchasers shall not be required to fund, more than 20.0% 4 Purchases per calendar month. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the shares of Common Stock of the Company based terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the number requested Purchase Date. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30such Purchase or if any Purchaser Group does not contain a Conduit Purchaser, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant subject to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted periodterms and conditions hereof, the number of Shares to be purchased by the Company pursuant Committed Purchaser in such Purchaser Group, subject to the preceding sentence terms and conditions hereof, shall be adjusted to equal the number make its Ratable Share of Shares held such Purchase by Seller which could be sold transferring such that at the completion of the Other Purchases and the Purchase on any Trade Date amount in accordance with clause (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No later than 5:00 p.m. New York City time On the Business Day immediately preceding the date on any day that the Company purchases Shares which Bonds are subject to tender for purchase by Dexia pursuant to the Repurchase Program during Indenture, the Purchase Period Issuer shall require the Remarketing Agent to give written notice to Dexia by facsimile, in the form of Exhibit E, of the principal amount of Bonds to be tendered on the next Business Day for which, as of 4:00 p.m., it did not have commitments for purchase; provided, however, that the failure of the Remarketing Agent to provide such Notice of Unremarketed Bonds shall not, of itself, negate the obligation of Dexia to purchase Bonds upon and subject to the terms and conditions otherwise provided hereunder. By no later than 11:00 a.m. on the Business Day on which Bonds are subject to an optional tender or mandatory purchase, the Trustee shall give written notice of purchase, by facsimile, in the form of Exhibit A. If Dexia receives such notice at or before 11:00 a.m., and subject to the satisfaction of the conditions set forth in Section 5.02 hereof, Dexia will transfer to the Trustee not later than 2:30 p.m. on such date (a “Trade Purchase Date”) from holders of Shares other than Seller (the “Other Purchases”), the Company shall deliver written notice of Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Pricein immediately available funds, which number of Shares shall be an amount equal to the number aggregate Purchase Price of Shares held all or such portion of such Eligible Bonds as requested by Seller which could the Trustee. Bonds purchased pursuant to this Section 2.02(a) shall be sold such that at registered in the completion name of Dexia, or if directed in writing by Dexia its nominee or designee, on the Other Purchases Bond Register and the Purchase on any Trade Date (with any fractional share rounded down shall be promptly delivered to the whole Share)Trustee to be held as Purchased Bonds or as Dexia may otherwise direct in writing, Seller and prior to such delivery shall beneficially own no less than 20.0% of be held in trust by the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q Trustee for the period ended June 30, 2007 (benefit of Dexia. If the “Q2/2007/10-Q”), less the number of Shares Bonds purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted periodthis Section 2.02(a) are Book Entry Bonds, the number beneficial ownership of Shares to such Bonds shall be purchased by the Company pursuant credited to the preceding sentence shall be adjusted to equal account of Dexia, or if directed in writing by Dexia, the number Trustee or other nominee or designee of Shares held by Seller which could be sold such that Dexia, maintained at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement DateDTC.

Notice of Purchase. No Each Purchase of SCC Pool Receivables or ISC Pool Receivables, as the case may be, shall be made on notice from any Seller or the Servicer (on behalf of all Sellers) to the applicable Administrative Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on the third (3rd) Business Day preceding the date of such proposed Purchase and Purchases of SCC Pool Receivables and ISC Pool Receivables may be made in one notice to both Administrative Agents. Any such notice of a proposed Purchase shall be in substantially the form of Schedule 1.2(a) hereto and shall specify (A) the desired amount and date of such proposed Purchase (which shall be a Business Day), (B) the amount of such proposed Purchase and (C) a pro forma calculation of the Net Portfolio Balance for the related Receivable Pool after giving effect to such Purchase; provided, however, that, Sellers (and the Servicer on their behalf) shall not submit, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month. If any day that Conduit Purchaser is willing and able, in its sole discretion, to make its Purchaser Group’s Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the Company purchases Shares terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group shall, subject to the terms and conditions hereof, make such Purchaser Group’s Ratable Share of such Purchase by transferring such amount in accordance with clause (b) below on the requested Purchase Date. Not later than noon (New York City time) on the Business Day following its receipt of a Purchase notice in respect of Receivables of a Receivable Pool pursuant to the Repurchase Program during foregoing paragraph (it being understood that any such notice received by the Purchase Period applicable Administrative Agent after 11:00 a.m. (a “Trade Date”New York City time) from holders of Shares other than Seller (shall be deemed to have been received on the “Other Purchases”), following Business Day) the Company applicable Administrative Agent shall deliver written a copy of such Purchase notice to each Purchaser Agent and the other Administrative Agent (or shall advise each Purchaser Agent and the other Administrative Agent as to the contents thereof) and shall advise each Purchaser Agent of the amount of the requested Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal to the number of Shares held funded by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (each Purchaser Group in accordance with any fractional share rounded down to the whole each Purchaser Group’s Ratable Share), Seller shall beneficially own no less than 20.0% of the shares of Common Stock of the Company based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted period, the number of Shares to be purchased by the Company pursuant to the preceding sentence shall be adjusted to equal the number of Shares held by Seller which could be sold such that at the completion of the Other Purchases and the Purchase on any Trade Date (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.

Notice of Purchase. No Each Purchase shall be made on notice from Seller to Administrative Agent and each Purchaser Agent received by Administrative Agent and each Purchaser Agent not later than 5:00 p.m. 11:00 a.m. (New York City time time) on any day that the Company purchases Shares pursuant to second (2nd) Business Day preceding the Repurchase Program during date of such proposed Purchase. Each such notice of a proposed Purchase shall specify (A) the desired amount and date of such proposed Purchase Period (which shall be a “Trade Date”) from holders of Shares other than Seller (the “Other Purchases”Business Day), (B) the Company shall deliver written notice amount of such proposed Purchase (the “Notice”) to Seller setting forth the number of Shares to be purchased at the Purchase Price, which number of Shares shall be equal allocated to the number of Shares held by Seller which could be sold such that at the completion each Purchaser Group in accordance with each Purchaser Group’s Ratable Share and (C) a pro forma calculation of the Other Purchases Asset Interest after giving effect to such Purchase and the any other Purchase proposed to be made on any Trade Date (with any fractional share rounded down to the whole Share)such day; provided, however, that, Seller shall beneficially own no less not request, and the Purchasers shall not be required to fund, more than 20.0% 4 Purchases per calendar month. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Purchase requested of it pursuant to this Section 1.2(a) subject to the shares of Common Stock of the Company based terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below on the number requested Purchase Date. If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of issued and outstanding shares of Common Stock of the Company set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30such Purchase or if any Purchaser Group does not contain a Conduit Purchaser, 2007 (the “Q2/2007/10-Q”), less the number of Shares purchased by the Company pursuant subject to the Repurchase Program. Notwithstanding the preceding sentence, after the end of each restricted periodterms and conditions hereof, the number of Shares to be purchased by the Company pursuant Committed Purchaser in such Purchaser Group, subject to the preceding sentence terms and conditions hereof, shall be adjusted to equal the number make its Ratable Share of Shares held such Purchase by Seller which could be sold transferring such that at the completion of the Other Purchases and the Purchase on any Trade Date amount in accordance with clause (with any fractional share rounded down to the whole Share), Seller shall beneficially own no less than the percentage of the shares of Common Stock of the Company that Seller beneficially owned immediately after the termination of the most recent restricted period based on the number of issued and outstanding shares of Common Stock of the Company set forth in the Q2/2007/10-Q less the sum of the number of Shares purchased by the Company pursuant to the Repurchase Program. The Notice shall contain a computation of the Purchase Price and a schedule of the Other Purchases (including the number of Shares purchased and the purchase prices therefor). Any excluded fractional share amounts shall be carried over to the next Settlement Date (as defined b) below) if any, until all such excluded fractional amounts equal at least one whole Share, at which point such Share shall be purchased by the Company on such Settlement Date.