Common use of Purchase Facility Clause in Contracts

Purchase Facility. (a) On the terms and conditions hereinafter set forth, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller from time to time prior to the Termination Date. Under no circumstances shall any Purchaser make any such purchase or reinvestment, if, after giving effect to such purchase or reinvestment, (A) the aggregate Investment of such Purchaser would exceed its Maximum Commitment; or (B) the aggregate outstanding Investment of all Purchasers would exceed the Maximum Amount. (b) The Seller may, upon at least 30 days’ notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably reduce in part the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded); provided that each partial reduction shall be in the amount of at least $1,000,000, or an integral multiple of $500,000 in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agent. (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under , Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; PROVIDED THAT no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i) the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of such Purchaser the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its Maximum Commitment; investment in the Receivable Interests, or (B) is unable for any reason to repay such Commercial Paper upon the aggregate outstanding Investment maturity thereof, then Blue Ridge will avail itself of all Purchasers would exceed a Liquidity Funding to the Maximum Amountextent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Funding, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ ten (5) Business Days prior written notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that PROVIDED THAT each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 10,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under no circumstances , Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge may, or, if Blue Ridge shall any Purchaser decline to make any such purchase Purchase, the Committed Investors shall, make such Purchase; provided thatno Purchase shall be made by Blue Ridge or reinvestment, the Committed Investors if, after giving effect to such purchase thereto, either (i)the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of the Receivable Interests would exceed 100%; provided, however that no Committed Investor shall be required to make a Purchase if the Commitment Termination Date with respect to such Committed Investor has occurred. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, Blue Ridge will avail itself of a Liquidity Funding or an Investor Funding to the extent available. If Blue Ridge or any Committed Investor funds or refinances its investment in a Receivable Interest through one or more Liquidity Fundings and/or Investor Fundings, commencing on the date of such Purchaser would exceed its Maximum Commitment; Liquidity Funding or Investor Funding, as the case may be, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the Eurodollar Rate (B) the aggregate outstanding Investment Reserve Adjusted), selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of all Purchasers would exceed the Maximum AmountBlue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ Business Days' notice to the Administrative Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that each thateach partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, or an 10,000,000(or a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under , Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; provided that no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i) the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of such Purchaser the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its Maximum Commitment; investment in the Receivable Interests, or (B) is unable for any reason to repay such Commercial Paper upon the aggregate outstanding Investment maturity thereof, Blue Ridge will avail itself of all Purchasers would exceed a Liquidity Funding to the Maximum Amountextent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ 10 Business Days' notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 10,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On the terms and conditions hereinafter set forth, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller from time to time prior to the Termination Date. Under no circumstances shall any Purchaser make any such purchase or reinvestment, if, after giving effect to such purchase or reinvestment, (A) the aggregate Investment of such Purchaser would exceed its Maximum Commitment; or (B) the aggregate outstanding Investment of all Purchasers would exceed the Maximum Amount. (b) The Seller may, upon at least 30 days’ notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably reduce in part the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as I\5470084.2 funded); provided that each partial reduction shall be in the amount of at least $1,000,000, or an integral multiple of $500,000 in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agent. (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of FairwayFairway Finance Company, LLC, Fifth Third Bank, Deutsche Bank of Montreal AG, New York Branch and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount...

Purchase Facility. (a) On the terms and conditions hereinafter set forth, each including the conditions set forth in Exhibit II hereto, the Purchaser hereby agrees to purchase make Investments (as such term is defined in Section 1.4(a) below) and make reinvestments of undivided percentage ownership interests with regard to its Participation from Reinvestments (as such term is defined in Section 1.4(b) below) in the Seller Purchased Assets from time to time prior from the Closing Date to the Facility Termination Date. Under ; provided, however, that under no circumstances shall any the Purchaser make any such purchase Investment or reinvestment, Reinvestment if, after giving effect to such purchase or reinvestment, thereto: (i) (A) the aggregate Investment of such Purchaser Aggregate Capital would exceed its Maximum Commitment; the Investment Limit or (B) solely with respect to (I) any Investment and (II) the aggregate outstanding Investment of all Purchasers first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Maximum AmountNet Investment Limit; (ii) the Purchased Assets Coverage Percentage would exceed 100%; (iii) solely with respect to (A) any Investment and (B) the first Reinvestment occurring on or after each Settlement Date, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included in the Receivables Pool; (iv) solely with respect to (A) any Investment and (B) the first Reinvestment occurring on or after each Settlement Date, the CAD Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect to (A) any Investment and (B) the first Reinvestment occurring on or after each Settlement Date, the Euro Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in Euro that are then included in the Receivables Pool; (vi) the Euro Capital would exceed the Euro Limit; or (vii) the CAD Capital would exceed the CAD Limit. (b) The Seller Sellers may, upon at least 30 daysfive (5) Business Days’ joint written notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably reduce in part the unused portion of the Maximum Amount Investment Limit in whole or in part (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated but not below the amount that would cause the Aggregate Capital to fund prior exceed the Net Investment Limit after giving effect to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as fundedsuch reduction); provided that each partial reduction shall be in the amount of at least one million dollars ($1,000,000, ) or an integral multiple of one hundred thousand dollars ($500,000 100,000) in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied thereof; provided, further, that unless reduced to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agent. (c) On the date hereofzero, the Seller Investment Limit shall either in no event be reduced below thirty million dollars (1$30,000,000) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC pursuant to this clause (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amountb).

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under , the Seller may request that Blue Ridge purchase from the Seller undivided ownership interests in the Receivables and the associated Related Security (except for Restricted Contracts) and Collections, and Blue Ridge shall make such Purchase; provided that no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i) the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of such Purchaser the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its Maximum Commitment; investment in the Receivable Interests, or (B) is unable for any reason to repay such Commercial Paper upon the aggregate outstanding Investment maturity thereof, Blue Ridge will avail itself of all Purchasers would exceed a Liquidity Funding to the Maximum Amountextent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Funding, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, the Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ ten (10) Business Days' notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 5,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under , Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; provided that no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i)the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, Blue Ridge will avail itself of a Liquidity Funding to the extent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through one or more Liquidity Fundings, commencing on the date of such Purchaser would exceed its Maximum Commitment; Liquidity Funding, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the Eurodollar Rate (B) the aggregate outstanding Investment Reserve Adjusted), selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of all Purchasers would exceed the Maximum AmountBlue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ Business Days' notice to the Administrative Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 10,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under , Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; PROVIDED THAT no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i)the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of such Purchaser the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its Maximum Commitment; investment in the Receivable Interests, or (B) is unable for any reason to repay such Commercial Paper upon the aggregate outstanding Investment maturity thereof, Blue Ridge will avail itself of all Purchasers would exceed a Liquidity Funding to the Maximum Amountextent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ ten (10) Business Days' notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that PROVIDED THAT each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 5,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, ARTICLE VI), from time to time prior to the Facility Termination Date. Under , the Seller may request that Blue Ridge purchase from the Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; PROVIDED THAT no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i) the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of such Purchaser the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its Maximum Commitment; investment in the Receivable Interests, or (B) is unable for any reason to repay such Commercial Paper upon the aggregate outstanding Investment maturity thereof, Blue Ridge will avail itself of all Purchasers would exceed a Liquidity Funding to the Maximum Amountextent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to ARTICLE III hereof, the Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with ARTICLE IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ ten (10) Business Days' notice to the Administrative Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that PROVIDED THAT each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 10,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On the terms and conditions hereinafter set forth, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller from time to time prior to the Termination Date. Under no circumstances shall any Purchaser make any such purchase or reinvestment, if, after giving effect to such purchase or reinvestment, (A) the aggregate Investment of such Purchaser would exceed its Maximum Commitment; or (B) the aggregate outstanding Investment of all Purchasers would exceed the Maximum Amount. (b) The Seller may, upon at least 30 days’ notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably reduce in part the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded); provided that each partial reduction shall be in the amount of at least $1,000,000, or an integral multiple of $500,000 in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agent. (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of FairwayFairway Finance Company, LLC, Fifth Third Bank, Thunder Bay Funding, LLC, PNC Bank, National Association, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time prior to the Facility Termination Date. Under , the Seller may request that TPF purchase from the Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and TPF shall make such Purchase; provided that no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by TPF if, after giving effect to such purchase or reinvestmentthereto, (A) the aggregate Investment of such Purchaser would exceed its Maximum Commitment; or (B) the aggregate outstanding Investment of all Purchasers Aggregate Invested Amount would exceed the Maximum AmountPurchase Limit. It is the intent of TPF to fund the Purchases by the issuance of Commercial Paper. If for any reason TPF is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, TPF will avail itself of a Liquidity Funding to the extent available. If TPF funds or refinances its investment in a Receivable Interest through a Liquidity Funding, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, the Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of TPF to issue Commercial Paper. (b) The Seller may, upon at least 30 daysten (10) Business Days’ notice to the Agent, the Purchaser Agents, the Servicer and the Backup ServicerAdministrator, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 5,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On The Administrator hereby represents that (i) pursuant to the date hereofLiquidity Agreement, TPF has obtained a Liquidity Commitment from SunTrust Bank and its assigns for an initial period of 364 days in an amount equal to 102% of the greater of (A) the Purchase Limit from time to time in effect hereunder, and (B) the Aggregate Invested Amount outstanding from time to time hereunder, and (ii) while SunTrust Bank may not be obligated to pay par for a Receivable Interest that is transferred to it pursuant to the Liquidity Agreement, the Seller shall either (1) request a purchase hereunder from one or more only condition precedent to its obligation to pay the agreed-upon price thereunder is the absence of Fairway, Bank an Event of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof Bankruptcy with respect to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum AmountTPF.

Purchase Facility. (a) On Upon the terms and subject to the conditions hereinafter set forthof this Agreement (including, each Purchaser hereby agrees to purchase and make reinvestments of undivided percentage ownership interests with regard to its Participation from the Seller without limitation, Article VI), from time to time after the execution of the First Amendment but prior to the Facility Termination Date. Under , Seller may request that Blue Ridge purchase from Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; provided that no circumstances Purchase shall any Purchaser make any such purchase or reinvestment, be made by Blue Ridge if, after giving effect to such purchase thereto, either (i)the Aggregate Invested Amount would exceed the Purchase Limit, or reinvestment, (Aii) the aggregate Investment of such Purchaser the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its Maximum Commitment; investment in the Receivable Interests, or (B) is unable for any reason to repay such Commercial Paper upon the aggregate outstanding Investment maturity thereof, Blue Ridge will avail itself of all Purchasers would exceed a Liquidity Funding to the Maximum Amountextent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least 30 days’ 5 Business Days' notice to the Agent, the Purchaser Agents, the Servicer and the Backup Servicer, terminate the purchase facility provided in Section 1.1(a) in whole or, from time to time, irrevocably or reduce in part part, the unused portion of the Maximum Amount (for purposes of this calculation, any deferred purchase amounts which Purchasers are still obligated to fund prior to any applicable Deferred Purchase Date(s) under Section 1.2(a) shall be treated as funded)Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least equal to $1,000,000, 10,000,000 (or an a larger integral multiple of $500,000 1,000,000 if in excess thereof and shall not reduce the Maximum Amount below $100,000,000. Any such reductions shall be applied to the Maximum Commitments of the Purchasers on a pro rata basis or as otherwise consented to by the Agentthereof). (c) On the date hereof, the Seller shall either (1) request a purchase hereunder from one or more of Fairway, Bank of Montreal and Chariot Funding, LLC (on a non-pro rata basis) and apply the proceeds thereof to solely realign the aggregate Investments of the Purchasers hereunder such that after giving effect to such payments the aggregate Investment is funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount or (2) request a purchase hereunder in the ordinary course but on a non-pro rata basis (to the extent necessary) from the Purchasers such that after giving effect thereto the aggregate Investments of the Purchasers hereunder shall be funded by all Purchaser Groups on a pro rata basis based on their Maximum Commitments as a percentage of the Maximum Amount.