Common use of Purchase Facility Clause in Contracts

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit Limit, (ii) in the case of a Financial Institution, its Commitment and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit and (iii) the aggregate of the Commitments for all of the Financial Institutions shall also be terminated in whole or reduced in part, ratably among the Financial Institutions, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to shall make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase), on behalf of such declining Conduit’s Related Financial Institutions, in each case Purchaser and from time to time in an aggregate amount not to exceed at such time (i) in the case of each ConduitPurchaser, its Conduit Purchase Limit Commitment and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser AgentPurchaser, terminate in whole or reduce in part, ratably among the Financial InstitutionsPurchasers, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits Commitments for all of the Conduits Purchasers shall also be terminated in whole or reduced in part, ratably among the ConduitsPurchasers, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit Limit, (ii) in the case of a Financial 737938467 18589498 Institution, its Commitment and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit and (iii) the aggregate of the Commitments for all of the Financial Institutions shall also be terminated in whole or reduced in part, ratably among the Financial Institutions, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon On the terms and subject to the conditions hereofset forth in this Agreement, during including, without limitation, the period from the date hereof conditions set forth in Article IV: (i) From time to but not including time prior to the Facility Termination Date, Seller may sell Receivable Interests to the Purchasers by delivering to the Purchasers not later than 1:00 p.m. (New York City time) on the proposed Purchase Date (which shall sell and assign, as described in Section 1.2(bbe a Business Day), an irrevocable written notice in the Asset Portfolio to Agent for the benefit form set forth as Exhibit II-A hereto (a “Purchase Notice”) in accordance with Section 1.2; and (ii) Upon timely receipt of a Purchase Notice, each of the Purchasers, as applicable. In accordance with the terms severally and conditions set forth hereinnot jointly, each Conduit may, at agrees to purchase its option, instruct Agent to make cash payments to Seller Percentage of the related Cash Receivable Interest described in such Purchase Price in respect Notice; provided that (1) at no time may the aggregate Capital of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from Purchaser at any one time to time in an aggregate amount not to outstanding exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, the lesser of (Ax) the Purchase Limit amount of such Purchaser’s Commitment hereunder, and (By) such Purchaser’s Percentage of the Investment Base, (2) in no event shall the Aggregate Capital outstanding hereunder exceed the lesser of (x) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant toFacility Limit, and only to (y) the extent required byInvestment Base, the priority of payments set forth in Sections 2.2(b) and (c3) and otherwise pursuant to in no event may the terms of this Agreement (including Section 2.6)aggregate Receivable Interests exceed 100%. Each Purchaser’s several Commitment shall automatically terminate on the Facility Termination Date. (b) Seller may, upon by delivering at least 10 five (5) Business Days’ prior irrevocable notice to Agent and each Purchaser Agentthe Purchasers, terminate in whole or permanently reduce in part, ratably among amongst the Financial InstitutionsPurchasers in accordance with their respective Percentages, the unused portion of the Purchase Facility Limit; provided that (i) each partial reduction of the Purchase Facility Limit shall be in an aggregate amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit1,000,000 per Purchaser.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit Limit, (ii) in the case of a Financial 1 RECEIVABLES PURCHASE AGREEMENT Institution, its Commitment and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit and (iii) the aggregate of the Commitments for all of the Financial Institutions shall also be terminated in whole or reduced in part, ratably among the Financial Institutions, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) On the terms and subject to the conditions set forth in this Agreement, including, without limitation, the conditions set forth in Article IV, from time to time prior to the Facility Termination Date, Seller may sell Receivable Interests to the Purchasers by delivering to the Administrative Agent and the Purchasers not later than 12:00 noon (New York City time) on the Business Day prior to the proposed Purchase Date an irrevocable written notice in the form set forth as Exhibit II-A hereto (a “Purchase Notice”) in accordance with Section 1.2. Upon receipt of a Purchase Notice, each of the Purchasers severally agrees to purchase its Percentage of such Receivable Interest, on the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time ; provided that (i) in at no time may the case aggregate Capital of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, any Purchaser at any one time outstanding exceed the lesser of (A) the amount of such Purchaser’s Commitment hereunder, and (B) such Purchaser’s Percentage of the difference between the Net Pool Balance and the Required Reserve, and (ii) in no event shall the Aggregate Capital outstanding hereunder exceed the lesser of (x) the Purchase Limit and (By) the aggregate amount of difference between the CommitmentsNet Pool Balance and the Required Reserve. Any amount not paid for Each Purchaser’s several Commitment shall automatically terminate on the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Facility Termination Date. (b) Seller may, upon at least 10 five (5) Business Days’ prior notice to the Administrative Agent and each Purchaser AgentPurchaser, terminate in whole or reduce in part, ratably among amongst the Financial InstitutionsPurchasers in accordance with their respective Percentages, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an aggregate amount equal to $5,000,000 1,000,000 or an a larger integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit$500,000.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit Limit, (ii) in the case of a Financial 737919142 18589498 Institution, its Commitment and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit and (iii) the aggregate of the Commitments for all of the Financial Institutions shall also be terminated in whole or reduced in part, ratably among the Financial Institutions, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon On the terms and subject conditions hereinafter set forth, the Conduit may, in its sole discretion, and the Banks shall, ratably in accordance with their respective Bank Commitments, purchase Receivable Interests from the Seller by making Purchases through the Agent, for the benefit of the Conduit or the Banks, as the case may be, from time to the conditions hereof, time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described Date (in Section 1.2(b), the Asset Portfolio to Agent for the benefit case of the PurchasersConduit) and to the Commitment Termination Date (in the case of the Banks). Under no circumstances shall the Conduit make any Purchase of a Receivable Interest, as applicable. In accordance with or the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent Banks be obligated to make cash payments any such Purchase if (i) after giving effect to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf the outstanding Capital of such declining Conduit’s Related Financial Institutions, in each case Receivable Interests owned by all Purchasers and from time to time in an aggregate amount not to all Banks would exceed at such time the Purchase Limit or (iii) in the case of each the Conduit, its Conduit Purchase Limit and (ii) a notice of termination in the aggregate, the lesser whole of (A) the Purchase Limit has been delivered to the Seller by the Agent and (B) the aggregate amount of the Commitmentshas become effective. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price Nothing in this Agreement shall be paid deemed to be or construed as a commitment by the Conduit to purchase, or a commitment by the Seller as the RPA Deferred Purchase Price pursuant toto sell, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)any Receivable Interest at any time. (b) The Agent, on behalf of the Purchasers, may, at any time, by written notice to the Seller terminate in whole the Purchase Limit, such termination to become effective at the close of business on the last day of the Settlement Period following the Settlement Period in which such notice is given. (c) The Seller may, upon at least 10 five Business Days’ prior ' notice to Agent and each Purchaser the Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, part the unused portion of the Purchase Limit; provided provided, however, that (i) each partial reduction for purposes of this Section 2.02(c), the unused portion of the Purchase Limit shall be in an amount equal computed as the excess of (i) the Purchase Limit immediately prior to $5,000,000 giving effect to such termination or an integral multiple thereof and reduction over (ii) the aggregate Capital of all Receivable Interests outstanding under this Agreement; provided, further, that each partial reduction shall be in the amount of at least $5,000,000 and shall be an integral multiple of $1,000,000. (d) Until the Agent gives the Seller the notice provided in Section 3.02(b)(iv), the Agent, on behalf of the Conduit Purchasers which own Receivable Interests, may have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.06 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of the Receivable Interest Percentage. The Agent, on behalf of the Banks which own Receivable Interests, shall have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.06 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interest Percentage. (e) Interests in all Receivable in existence on the date of the initial Purchase Limits for (and all related security with respect to such Receivables) (collectively, the "Sold Receivables") have heretofore been sold to the Agent, on behalf of the Purchasers and the Banks, pursuant to the Original Purchase Agreement (as such term is defined in the Originator Purchase Agreement). The Seller, with the consent of the Agent and the Originator, hereby assumes, as of the date of the initial Purchase hereunder, all of the Conduits Originator's rights and obligations under the Original Purchase Agreement with respect to the Sold Receivables; the Seller, the Agent and the Conduit agree that from and after the initial Purchase hereunder the terms of the Seller's rights and obligations with respect to the Sold Receivables shall also be terminated in whole or governed by this Agreement and the Original Purchase Agreement shall terminate; and both the Seller and the Conduit agree that the purchase price for the initial Purchase hereunder shall be reduced in part, ratably among by the Conduits, aggregate purchase price received by an amount equal the Originator with respect to such termination or reduction in the Sold Receivables under the Original Purchase LimitAgreement.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Dateeach Seller may, Seller shall at its option, sell and assign, as described in Section 1.2(b), assign Purchaser Interests to the Asset Portfolio to Agent for the benefit of one or more of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit Company may, at its option, instruct the Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) purchase on behalf of such ConduitCompany, or if any Conduit Company shall decline to make such Purchasepurchase, the Agent shall make such Purchasepurchase, on behalf of such declining ConduitCompany’s Related Financial Institutions, in each case and Purchaser Interests from time to time in an aggregate amount not to exceed in the aggregate for all Sellers at such time (i) in the case of each ConduitCompany, its Conduit Company Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount Commitments during the period from the date hereof to but not paid for including the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Facility Termination Date. (b) Notwithstanding the foregoing, to the extent that any Financial Institution fails to agree to an extension of the Liquidity Termination Date in accordance with Section 1.5 hereof, (i) such Financial Institution shall fund such Financial Institution’s Pro Rata Share of the Purchase Price for such Purchaser Interest by making a Term-out Period Account Funded Incremental Purchase and (ii) the applicable Company shall not make any Incremental Purchases after the then existing Scheduled Liquidity Termination Date if after giving effect thereto the Aggregate Capital of all Purchaser Interests of such Company would exceed an amount equal to (i) the Facility Limit, minus (ii) the Commitment of the Nonrenewing Financial Institution. (c) The Administrative Seller may, upon at least 10 Business Days’ prior notice to Agent the Agent, each Company and each Purchaser AgentFinancial Institution, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) any such notice shall be irrevocable, (ii) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (iiiii) the aggregate of the Conduit Company Purchase Limits for all of the Conduits Companies shall also be terminated in whole or reduced in part, ratably among the ConduitsCompanies, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, the Seller may, at its option, sell and assign Receivable Interests to the Administrative Agent for the ratable benefit of the Groups in accordance with their respective Percentages. From time to time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit each of the PurchasersConduits (or its Co-Agent, as applicable. In accordance with the terms and conditions set forth herein, each Conduit on behalf of such Conduit) may, at its option, instruct the Administrative Agent to make cash payments purchase such Conduit’s Group’s Percentage of each Receivable Interest on behalf of such Conduit or, if such Conduit declines to purchase any such Percentage (unless the Seller of cancels such Purchase as to both Groups in accordance with Section 1.2), the related Cash Purchase Price in respect of the Asset Portfolio (each Administrative Agent shall purchase such cash payment, a “Purchase”) Percentage on behalf of such Conduit’s Liquidity Banks; provided, or if any Conduit shall decline to make such Purchasehowever, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, that in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) no event will the aggregate amount Capital outstanding at any one time with respect to all Receivable Interests of the CommitmentsPurchasers in any Group exceed such Group’s Group Limit. Any amount not paid The Seller hereby assigns, transfers and conveys to the Administrative Agent, for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as benefit of the RPA Deferred Purchase Price pursuant toapplicable Purchasers, and only the Administrative Agent hereby acquires, all of the Seller’s now owned and existing and hereafter arising or acquired right, title and interest in and to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Receivable Interests. (b) The Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agentthe Agents, terminate in whole or reduce in part, ratably between the Groups (and within each Group, ratably among the Financial InstitutionsLiquidity Banks), the unused portion of the Group Purchase LimitLimits; provided that (i) each partial reduction of the a Group Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limitthereof.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit Limit, (ii) in the case of a Financial 742893773 18589498 Institution, its Commitment and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit and (iii) the aggregate of the Commitments for all of the Financial Institutions shall also be terminated in whole or reduced in part, ratably among the Financial Institutions, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) a. Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each 740395379 19636993 case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduita Financial Institution, its Conduit Purchase Limit Commitment, (ii) in the case of any Purchaser Group, the Commitment of the Financial Institution in such Purchaser Group and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) 2.3 and otherwise pursuant to the terms of this Agreement (including Section 2.62.7). (b) b. Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits Commitments for all of the Conduits Financial Institutions shall also be terminated in whole or reduced in part, ratably among the ConduitsFinancial Institutions, by an amount equal to such termination or reduction in the Purchase LimitLimit and (iii) no such partial reduction shall reduce the Purchase Limit to an amount less than $200,000,000.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduita Financial Institution, its Conduit Purchase Limit Commitment, (ii) in the case of any Purchaser Group, the Commitment 736370695 19636993 of the Financial Institution in such Purchaser Group and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) 2.3 and otherwise pursuant to the terms of this Agreement (including Section 2.62.7). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits Commitments for all of the Conduits Financial Institutions shall also be terminated in whole or reduced in part, ratably among the ConduitsFinancial Institutions, by an amount equal to such termination or reduction in the Purchase LimitLimit and (iii) no such partial reduction shall reduce the Purchase Limit to an amount less than $200,000,000.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, Seller may, at its option, from time to time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assignassign Purchaser Interests to the Administrative Agent, as described in Section 1.2(b), the Asset Portfolio to Agent for the ratable benefit of the Purchasers, as applicable. In accordance with ; provided that at no time may the terms and conditions set forth herein, each Conduit may, Aggregate Capital at its option, instruct Agent to make cash payments to Seller any one time outstanding exceed the lesser of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregateNet Receivables Balance less the Required Reserves (the “Investment Base”) as reflected on the most recent Interim Report. Seller hereby assigns, transfers and conveys to the lesser of (A) Administrative Agent, for the Purchase Limit and (B) the aggregate amount ratable benefit of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant toPurchasers in accordance with their respective Percentages, and only the Administrative Agent hereby acquires, all of Seller’s now owned and existing and hereafter arising or acquired right, title and interest in and to the extent required byPurchaser Interests. The Seller Parties’ right to request Purchases, and the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to Purchasers’ several Commitments shall automatically terminate on the terms of this Agreement (including Section 2.6)Facility Termination Date. (b) Not more than once per calendar month, in addition to the changes in the Aggregate Commitment specified on Schedule A hereto, Seller may, upon at least 10 5 Business Days’ prior written notice to Agent and each Purchaser Agentof the Agents, terminate in whole or reduce in part, ratably among the Financial InstitutionsPurchasers, the unused portion of the Purchase LimitLimit and the Aggregate Commitment; provided that (i) each partial reduction of the Purchase Limit (i) shall be in an amount equal to $5,000,000 or an integral multiple thereof and thereof, (ii) shall permanently decrease the aggregate Aggregate Commitment for each group of months in Schedule A hereto by a like amount, and (iii) shall be apportioned amongst the Commitments of the Conduit Purchase Limits for all Purchasers ratably in accordance with their respective Percentages. Each notice of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction a partial decrease in the Purchase LimitLimit shall be accompanied by an updated version of Schedule A hereto bearing the effective date of such decrease, and in no event may the Aggregate Commitment be reduced to a level less than the Aggregate Capital outstanding unless it is accompanied by an Aggregate Reduction made in accordance with Section 1.3 in the amount necessary to eliminate any excess Aggregate Capital outstanding.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to shall make cash payments to Seller of the related Cash Purchase Price in respect of the Asset 742081002 11089703 Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase), on behalf of such declining Conduit’s Related Financial Institutions, in each case Purchaser and from time to time in an aggregate amount not to exceed at such time (i) in the case of each ConduitPurchaser, its Conduit Purchase Limit Commitment and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser AgentPurchaser, terminate in whole or reduce in part, ratably among the Financial InstitutionsPurchasers, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits Commitments for all of the Conduits Purchasers shall also be terminated in whole or reduced in part, ratably among the ConduitsPurchasers, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, the Seller may, at its option, sell and assign Receivable Interests to the Administrative Agent for the ratable benefit of the Groups in accordance with their respective Percentages. From time to time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assignany Conduit (or its Co-Agent, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit on behalf of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit such Conduit) may, at its option, instruct the Administrative Agent to make cash payments purchase such Conduit’s Group’s Percentage of each Receivable Interest on behalf of such Conduit or, if such Conduit declines to purchase any such Percentage (unless the Seller of cancels such Purchase as to each Group in accordance with Section 1.2), the related Cash Purchase Price in respect of the Asset Portfolio (each Administrative Agent shall purchase such cash payment, a “Purchase”) Percentage on behalf of such Conduit’s Liquidity Banks; provided, or if any Conduit shall decline to make such Purchasehowever, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, that in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) no event will the aggregate amount Capital outstanding at any one time with respect to all Receivable Interests of the CommitmentsPurchasers in any Group exceed such Group’s Group Limit. Any amount not paid The Seller hereby assigns, transfers and conveys to the Administrative Agent, for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as benefit of the RPA Deferred Purchase Price pursuant toapplicable Purchasers, and only the Administrative Agent hereby acquires, all of the Seller’s now owned and existing and hereafter arising or acquired right, title and interest in and to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Receivable Interests. (b) The Seller may, upon at least 10 Business Days’ prior notice to the Administrative Agent and each Purchaser Agentthe Co-Agents, terminate in whole or reduce in part, ratably between the Groups (and within each Group, ratably among the Financial InstitutionsLiquidity Banks), the unused portion of the Group Purchase LimitLimits; provided that (i) each partial reduction of the a Group Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limitthereof.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit maymay (in its sole discretion), at its optionand each Financial Institution severally hereby agrees to, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a an “Incremental Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial InstitutionsPurchasers, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit Limit, (ii) in the case of a Financial 742891150 18589498 Institution, its Commitment and (iiiii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 1,000,000 or an integral multiple thereof and thereof, (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit and (iii) the aggregate of the Commitments for all of the Financial Institutions shall also be terminated in whole or reduced in part, ratably among the Financial Institutions, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon On the terms and subject conditions hereinafter set forth, CAFCO may, in its sole discretion, and the Banks shall, ratably in accordance with their respective Bank Commitments, purchase from the Seller undivided percentage ownership interests in Set Receivables by making Purchases through the Agent, for the benefit of CAFCO or the Banks, as the case may be, of Receivable Interests from time to the conditions hereof, time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell Date (in the case of CAFCO) and assign, as described to the Commitment Termination Date (in Section 1.2(b), the Asset Portfolio to Agent for the benefit case of the PurchasersBanks). Under no circumstances shall CAFCO make any Purchase of a Receivable Interest, as applicable. In accordance with or the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent Banks be obligated to make cash payments any such Purchase if (i) after giving effect to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an the aggregate amount not to of the uncollected Purchase Price for the Receivable Interests owned by all Purchasers and all Banks, would exceed at such time the Purchase Limit or (iii) in the case of each ConduitCAFCO, its Conduit Purchase Limit and (ii) a notice of termination in the aggregate, the lesser whole of (A) the Purchase Limit has been delivered to the Seller by the Agent and has become effective or (Biii) the aggregate amount Discount Rate applicable to the Purchase of such Receivable Interest shall not have been agreed to on or prior to the CommitmentsPurchase Date of such Receivable Interest. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price Nothing in this Agreement shall be paid deemed to be or construed as a commitment by CAFCO to purchase, or a commitment by the Seller as the RPA Deferred Purchase Price pursuant toto sell, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)any Receivable Interest at any time. (b) The Agent, on behalf of the Purchasers, may, at any time, by written notice to the Seller terminate in whole its Purchase Limit, such termination to become effective at the close of business on the last day of the Fiscal Month following the Fiscal Month in which such notice is given. (c) The Seller may, upon at least 10 five Business Days’ prior ' notice to Agent and each Purchaser the Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, part the unused portion of the Purchase Limit; provided provided, however, that (i) each partial reduction for purposes of this Section 2.02(c), the unused portion of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and computed as the excess of (iii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal Limit immediately prior to giving effect to such termination or reduction over (ii) the sum of the aggregate Purchase Prices of the Receivable Interest or Receivable Interests outstanding under this Agreement; provided, further, that each partial reduction shall be in the Purchase Limitamount of at least $5,000,000 and shall be an integral multiple of $1,000,000.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”“) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon On the terms and subject to the conditions hereofhereinafter set forth, during the period from the date hereof to but not including until the Facility Termination Date, each Purchaser hereby agrees to (i) purchase its Pro Rata Share of undivided percentage ownership interests of the Purchased Interests from time to time offered by the Seller shall sell and assignapproved by the Agent, as described in Section 1.2(b)its sole discretion and (ii) make reinvestments of undivided percentage ownership interests with regard to the Purchased Interests. All Purchased Interests purchased by, or reinvested in by, the Asset Portfolio to Purchasers shall be held by the Agent for the benefit of each respective Purchaser. Under no circumstances shall the PurchasersPurchasers make any such purchase or reinvestment if, as applicable. In accordance with the terms and conditions set forth hereinafter giving effect to such purchase or reinvestment, each Conduit may, at its option, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case aggregate outstanding Capital of each Conduit, its Conduit the Purchased Interest would exceed the Purchase Limit and or (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount such Purchaser’s outstanding Capital attributable to its Pro Rata Share of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchased Interest would exceed such Purchaser’s Maximum Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Limit. (b) The Seller may, upon at least 10 Business Days30 days’ prior written notice to Agent and each Purchaser the Agent, terminate the purchase facility provided in this Section in whole or or, upon at least 30 days’ written notice to the Agent, from time to time, irrevocably reduce in part, ratably among the Financial Institutions, part the unused portion of the Purchase Limit; provided provided, that (i) each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $15,000,000. Any such reduction in the Purchase Limit shall be in an applied to reduce each Purchaser’s Maximum Purchase Limit by the amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of such Purchaser’s Pro Rata Share of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or total reduction in the Purchase Limit. (c) In addition, on any date (other than a Termination Day) on which (i) Capital in the amount of the Purchase Limit is then outstanding and (ii) the Purchased Interest is less than 100%, the Agent, if requested in writing by the Seller, shall within five (5) Business Days after its receipt of such request, identify no less than ten (10) Obligors which the Seller may elect to have treated by the Agent as ineligible for further purchase hereunder and under the Sale Agreement. Subject to the following proviso, the Seller, by written notice to the Agent, may designate any or all of such Obligors as thereafter being ineligible, which election shall be irrevocable; provided that immediately after giving effect to such election no Termination Event or Unmatured Termination Event shall then exist or result therefrom and the Purchased Interest shall be equal to or less than 100%. From and after any such election by the Seller with respect to any particular Obligor, the Seller shall cease making any further purchases of Receivables originated by any such Obligor under the Sale Agreement; it being agreed that such election shall not affect the eligibility of any Receivables previously purchased by the Seller under the Sale Agreement or by the Purchasers under this Agreement, in either case, prior to the effective date of such election. If the Agent shall fail to identify such Obligors within such time, the Purchaser may prepare and submit a written list of such Obligors for the Agent’s consideration. If the Agent does not respond to the Seller within five (5) Business Days after its receipt of the Seller’s suggestions, then the Seller shall be permitted, subject to the conditions above, to designate any number of Group D Obligors for ineligibility hereunder by giving written notice thereof to the Agent. (d) The Seller may, by written request delivered to the Agent not more than six (6) and not less than five (5) months prior to the Facility Termination Date and payment of a non-refundable fee of $35,000 to the Agent, request that the Agent and the Purchasers undertake a new credit review and analysis in contemplation of the extension of the Facility Termination Date, and the Agent and the Purchasers agree to undertake such review and analysis and to use their best efforts to complete such review and analysis by no later than three (3) months prior to the Facility Termination Date. Upon completion of such review and analysis, the Agent and the Purchasers shall promptly notify the Seller as to whether, in the sole discretion of the Agent and the Purchasers, they are willing to extend the Facility Termination Date and the terms therefor. Any such extension pursuant to this clause (c) shall thereupon become effective upon mutual agreement to such terms, the finalization and execution of any necessary documentation therefor, and the satisfaction of any other conditions to the effectiveness thereof pursuant to such documentation. Notwithstanding anything contained herein to the contrary, (i) in no event shall the Agent or any Purchaser have any obligation to agree to any such extension, all of which shall be at its sole discretion and (ii) no such extension shall be for a period in excess of 364 days from the effective date thereof. (e) Agent and the Purchasers are entering into this Agreement in reliance on the Seller’s identity as a legal entity separate from the Originators.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to shall make cash payments to Seller of the related Cash Purchase Price in respect of the Asset 737579529 11089703 12794124v1 Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase), on behalf of such declining Conduit’s Related Financial Institutions, in each case Purchaser and from time to time in an aggregate amount not to exceed at such time (i) in the case of each ConduitPurchaser, its Conduit Purchase Limit Commitment and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6). (b) Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser AgentPurchaser, terminate in whole or reduce in part, ratably among the Financial InstitutionsPurchasers, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits Commitments for all of the Conduits Purchasers shall also be terminated in whole or reduced in part, ratably among the ConduitsPurchasers, by an amount equal to such termination or reduction in the Purchase Limit.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, Seller may, at its option, from time to time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assignassign Purchaser Interests to the Agent, as described in Section 1.2(b)for the benefit of Fifth Third, and simultaneously to the Asset Portfolio to Agent for the benefit of one or more of the PurchasersPurchasers in Jupiter’s Purchaser Group, as applicable. In accordance with whereupon from time to time (i) Fifth Third shall instruct the terms Agent to purchase on Fifth Third’s behalf, and conditions set forth herein, each Conduit (ii) Jupiter may, at its option, instruct the Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) purchase on behalf of such ConduitJupiter’s behalf, or if any Conduit Jupiter shall decline to make such Purchasepurchase, the Agent shall make such Purchasepurchase, on behalf of such declining Conduit’s Related the Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each ConduitPurchaser Interests; provided, its Conduit Purchase Limit and (ii) in the aggregatehowever, the lesser of that (A) the Purchase Limit Prices for the Purchaser Interests sold on any given Business Day shall be ratable in accordance with each Purchaser Group’s respective Percentage, and (B) in no event shall the aggregate amount Capital outstanding hereunder from either Purchaser Group exceed the lesser of (1) such Group’s Group Purchase Limit and (2) the Commitment Availability for such Purchaser Group. Seller hereby assigns, transfers and conveys to the Agent, for the ratable benefit of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant toPurchaser Groups in accordance with their respective Percentages, and only the Agent hereby acquires, all of Seller’s now owned and existing and hereafter arising or acquired right, title and interest in and to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Purchaser Interests. (b) Seller may, upon at least 10 5 Business Days’ prior notice to the Agent and (who will promptly forward a copy of each Purchaser Agent, such notice to the Purchasers) terminate in whole or reduce in part, ratably between the Purchaser Groups (and, within the Jupiter Group, ratably among the Financial Institutions), the unused portion of the Purchase LimitLimit and the Group Purchase Limits; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (ii) the aggregate of the Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limitthereof.

Purchase Facility. (a) Upon the terms and subject to the conditions hereof, the Seller may, at its option, sell and assign Receivable Interests to the Agent for the benefit of one or more of the Purchasers. From time to time during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable. In accordance with the terms and conditions set forth herein, each Conduit : PREFCO may, at its option, instruct the Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, purchase a “Purchase”) particular Receivable Interest on behalf of such ConduitPREFCO, or if any Conduit shall decline to make PREFCO does not purchase such PurchaseReceivable Interest, the Agent shall make purchase such Purchase, Receivable Interest on behalf of such declining Conduit’s Related Financial Institutionsthe Investors. The Seller hereby assigns, in each case transfers and from time conveys to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit and (ii) in Agent for the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount benefit of the Commitments. Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant torelevant Purchaser or Purchasers, and only the Agent hereby acquires, all of the Seller's now owned and existing and hereafter arising or acquired right, title and interest in and to the extent required by, the priority of payments set forth in Sections 2.2(b) and (c) and otherwise pursuant to the terms of this Agreement (including Section 2.6)Receivable Interests. (b) The Seller may, upon at least 10 Business Days’ prior five (5) days' notice to Agent and each Purchaser the Agent, terminate in whole or reduce in part, ratably among the Financial InstitutionsInvestors, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof thereof. (c) The Seller may, upon at least thirty (30) days' notice (or less, if mutually agreed upon) to the Agent, request one or more increases in the Purchase Limit in a minimum amount of $25,000,000 (or a larger integral multiple of $1,000,000). If the Agent and all of the Investors agree to such increase, such increase shall become effective on the Business Day on which all conditions precedent to the amendment to this Agreement giving effect to such increase have been satisfied. Notwithstanding anything to the contrary contained in Section ------- 8.3, the Seller shall not be obligated to reimburse the Agent and the Purchasers --- for more than $1,000 in expenses per amendment to this Agreement entered into to increase the Purchase Limit in accordance with this Section 1.1(c). -------------- (d) The Seller may, by written notice to the Agent given not less than 60 days nor more than 180 days prior to the Liquidity Termination Date as in effect at the time of such notice (each such notice, an "EXTENSION REQUEST"), request that the Liquidity Termination Date be extended for a period not to exceed 360 days from the date of such Extension Request. The Agent shall promptly provide copies of each Extension Request to the Purchasers. Provided each of the Purchasers gives its written consent to an Extension Request on or within 30 days after such Purchaser's receipt of a copy of such Extension Request, the existing Liquidity Termination Date shall be extended to the date specified in such written consent. The Seller acknowledges that any consent to an Extension Request will be subject to each Purchaser's receipt of all necessary credit approvals and must be in writing signed by all of the Purchasers and acknowledged by the Agent. In the event that any Investor does not give its written consent to an Extension Request: (i) the Agent will notify the Seller and the remaining Purchasers of such fact and will use its reasonable best efforts to find another Investor or Eligible Person who is willing to accept an assignment of such dissenting Investor's Commitment and Pro Rata Share of the Receivable Interests pursuant to an Assignment Agreement, (ii) not later than 10 Business Days prior to the aggregate existing Liquidity Termination Date, the Agent or the Seller may nominate another Investor or Eligible Person who is willing to accept an assignment of such dissenting Investor's Commitment and Pro Rata Share of the Conduit Purchase Limits for all Receivable Interests pursuant to an Assignment Agreement, and (iii) if the Agent or the Seller is able to find another Investor or Eligible Person who is willing to enter into an Assignment Agreement, the dissenting Investor shall assign the same pursuant to an Assignment Agreement effective as of the Conduits shall also be terminated existing Liquidity Termination Date and executed and delivered to the Agent and the Seller not later than 2 Business Days prior to the existing Liquidity Termination Date; provided that the assigning Investor receives payment in whole or reduced in partfull, ratably among the Conduitspursuant to an Assignment Agreement, by of an amount equal to such termination or reduction assigning Investor's Pro Rata Share of the Capital and Discount owing to the Investors and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchase LimitReceivable Interests, and (iv) upon the Agent's receipt of an executed Assignment Agreement in accordance with the preceding clause (iii), the Agent shall notify the remaining Purchasers and the Seller that the Liquidity Termination Date will be extended as per their above-described written consent, and the Liquidity Termination Date shall be so extended.