Common use of Purchase Facility Clause in Contracts

Purchase Facility. (a) On the terms and conditions hereinafter set forth, including the conditions set forth in Exhibit II hereto, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, however, that under no circumstances shall the Purchaser make any such Investment or Reinvestment if, after giving effect thereto: (i) (A) the Aggregate Capital would exceed the Investment Limit or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net 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 Sellers may, upon at least five (5) Business Days’ joint written notice to the Agent, reduce the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such 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 ($100,000) in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, ARTICLE VI), from time to time from the Closing Date prior to the Facility Termination Date, 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, however, that under PROVIDED THAT no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the first Reinvestment occurring 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 a Liquidity Fundings, in lieu of paying CP Costs on or after each Settlement Datethe Invested Amount pursuant to ARTICLE III hereof, the U.S. Capital would exceed Seller will pay Yield thereon at the aggregate Net Outstanding Balance Alternate Base Rate or the LIBO Rate, selected in accordance with ARTICLE IV hereof. Nothing herein shall be deemed to constitute a commitment of all Eligible Receivables denominated in U.S. Dollars that are then included in the Receivables Pool; (iv) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five ten (510) Business Days’ joint written ' notice to the Administrative Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that PROVIDED THAT each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $10,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from the Closing Date prior to the Facility Termination Date, 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, however, that under PROVIDED THAT no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the i)the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) the first Reinvestment occurring on reason Blue Ridge is unable, or after each Settlement Datedetermines that it is undesirable, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included to issue Commercial Paper to fund or maintain its investment in the Receivables Pool; (iv) solely 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 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 respect Article IV hereof. Nothing herein shall be deemed 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 constitute a commitment of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five ten (510) Business Days’ joint written ' notice to the Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that PROVIDED THAT each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $5,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from the Closing Date prior to the Facility Termination Date, 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, however, provided that under no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) reason Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the first Reinvestment occurring 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 a Liquidity Funding, in lieu of paying CP Costs on or after each Settlement Datethe Invested Amount pursuant to Article III hereof, the U.S. Capital would exceed Seller will pay Yield thereon at the aggregate Net Outstanding Balance Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of all Eligible Receivables denominated in U.S. Dollars that are then included in the Receivables Pool; (iv) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five ten (510) Business Days’ joint written ' notice to the Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $5,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from the Closing Date prior to the Facility Termination Date, 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, however, provided that under no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the i)the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) the first Reinvestment occurring on reason Blue Ridge is unable, or after each Settlement Datedetermines that it is undesirable, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included to issue Commercial Paper to fund or maintain its investment in the Receivables Pool; 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 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 (iv) solely Reserve Adjusted), selected in accordance with respect Article IV hereof. Nothing herein shall be deemed 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 constitute a commitment of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five (5) 30 Business Days’ joint written ' notice to the Administrative Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $10,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from after the Closing Date execution of the First Amendment but prior to the Facility Termination Date, 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, however, provided that under no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the i)the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) the first Reinvestment occurring on reason Blue Ridge is unable, or after each Settlement Datedetermines that it is undesirable, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included to issue Commercial Paper to fund or maintain its investment in the Receivables Pool; (iv) solely 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 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 respect Article IV hereof. Nothing herein shall be deemed 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 constitute a commitment of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five (5) 5 Business Days’ joint written ' notice to the Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $10,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from the Closing Date prior to the Facility Termination Date, 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 decline to make such Purchase, the Committed Investors shall, make such Purchase; provided, however, that under no circumstances provided thatno Purchase shall be made by Blue Ridge or the Purchaser make any such Investment or Reinvestment Committed Investors if, after giving effect thereto: , either (i) (A) the i)the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely ; provided, however that no Committed Investor shall be required to make a Purchase if the Commitment Termination Date with respect to (A) 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 Investment and (B) the first Reinvestment occurring on reason Blue Ridge is unable, or after each Settlement Datedetermines that it is undesirable, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included to issue Commercial Paper to fund or maintain its investment in the Receivables Pool; 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 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 (iv) solely Reserve Adjusted), selected in accordance with respect Article IV hereof. Nothing herein shall be deemed 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 constitute a commitment of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five (5) 30 Business Days’ joint written ' notice to the Administrative Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that each thateach partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars (equal to $1,000,000) or an 10,000,000(or a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from the Closing Date prior to the Facility Termination Date, 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, however, that under PROVIDED THAT no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) the first Reinvestment occurring on reason Blue Ridge is unable, or after each Settlement Datedetermines that it is undesirable, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included to issue Commercial Paper to fund or maintain its investment in the Receivables Pool; (iv) solely Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, then 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 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 respect Article IV hereof. Nothing herein shall be deemed 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 constitute a commitment of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five ten (5) Business Days’ joint Days prior written notice to the Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that PROVIDED THAT each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $10,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Purchase Facility. (a) On Upon the terms and conditions hereinafter set forth, including subject to the conditions set forth in Exhibit II heretoof this Agreement (including, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets without limitation, Article VI), from time to time from the Closing Date prior to the Facility Termination Date, 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, however, provided that under no circumstances Purchase shall the Purchaser make any such Investment or Reinvestment be made by Blue Ridge if, after giving effect thereto: , either (i) (A) the Aggregate Capital Invested Amount would exceed the Investment Limit Purchase Limit, or (B) solely with respect to (I) any Investment and (II) the first Reinvestment occurring on or after each Settlement Date, the Aggregate Capital would exceed the Net Investment Limit; (ii) the Purchased Assets Coverage Percentage aggregate of the Receivable Interests would exceed 100%; (iii) solely with respect . It is the intent of Blue Ridge to (A) fund the Purchases by the issuance of Commercial Paper. If for any Investment and (B) the first Reinvestment occurring on reason Blue Ridge is unable, or after each Settlement Datedetermines that it is undesirable, the U.S. Capital would exceed the aggregate Net Outstanding Balance of all Eligible Receivables denominated in U.S. Dollars that are then included to issue Commercial Paper to fund or maintain its investment in the Receivables Pool; (iv) solely 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 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 respect Article IV hereof. Nothing herein shall be deemed 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 constitute a commitment of all Eligible Receivables denominated in Canadian Dollars that are then included in the Receivables Pool; (v) solely with respect Blue Ridge 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 Limitissue Commercial Paper. (b) The Sellers Seller may, upon at least five (5) 10 Business Days’ joint written ' notice to the Agent, terminate in whole or reduce in part, the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the Aggregate Capital to exceed the Net Investment Limit after giving effect to such reduction)Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in the an amount of at least one million dollars equal to $10,000,000 ($1,000,000) or an a larger integral multiple of one hundred thousand dollars ($100,000) 1,000,000 if in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).