Common use of The Sold Interest Clause in Contracts

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, or, only if Windmill declines to make the applicable purchase, ratably to the Liquidity Providers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “Purchase Interest”) shall equal at any time the following quotient: I+R ER Where: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Reserve or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, the Conduit Purchasers or, only if Windmill declines the Conduit Purchasers decline to make the applicable purchase, ratably to the Related Liquidity Providers for such Conduit Purchaser of an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the its Purchaser Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “Purchase Interest”) shall equal at any time the following quotient: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R NRB = the Reserve for such Purchaser Net Receivable Balance at such time; and ER PRP = the Eligible Receivables Balance at such timePurchaser Reserve Percentage. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Net Receivable Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer a Liquidity Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, the Conduit Purchasers or, only if Windmill declines the Conduit Purchasers decline to make the applicable purchase, ratably to the Related Liquidity Providers for such Conduit Purchaser of an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the its Purchaser Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “Purchase Interest”") shall equal at any time the following quotient: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R NRB = the Reserve for such Purchaser Net Receivable Balance at such time; and ER PRP = the Eligible Receivables Balance at such timePurchaser Reserve Percentage. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Net Receivable Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer a Liquidity Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, or, only if Windmill declines to make the applicable purchase, or ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + R --------------- ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Reserve or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer AgreementArticle II. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmillthe Conduit Purchasers, or, only if Windmill a Conduit Purchaser declines to make the applicable purchase, ratably to the Liquidity Providers Related Bank Purchasers for such Conduit Purchaser of an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the its Purchaser Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + PRP ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constantconstant at the percentage in effect as of the day immediately preceding the beginning of such Liquidation Period, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, Amsterdam or, only if Windmill Amsterdam declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”"PURCHASE") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “Purchase "PURCHASE Interest”") shall equal at any time the following quotient: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “Sold Interest”"SOLD INTEREST", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, Amsterdam or, only if Windmill Amsterdam declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers (who hereby agree, subject to the terms and conditions hereof, in such event to make such purchase) an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “Purchase Interest”) shall equal at any time the sum of the following quotientpercentages: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constantconstant at the percentage in effect as of the day immediately preceding the commencement of the relevant Liquidation Period, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to WindmillAmsterdam, or, only if Windmill Amsterdam declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + PRP ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer AgreementArticle II. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to WindmillAmsterdam, or, only if Windmill Amsterdam declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + PRP ----------- ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, or, only if Windmill declines to make the applicable purchase, or ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + R __________ ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Reserve or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer AgreementArticle II. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, Amsterdam or, only if Windmill Amsterdam declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain 6 constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, or, only if Windmill declines to request that the Purchasers make the applicable purchase, ratably to the Liquidity Providers purchases of an undivided percentage ownership interest in the Receivables Receivables, all related Collections and all related Collectionsproceeds of the foregoing. Upon any such request, subject to the terms and conditions of this Agreement, the Purchasers shall purchase such interest. Such interest shall be transferred to the Agent, as representative of the Purchasers. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and the related Collections and proceeds (its “Purchase Interest”) shall equal at any time the following quotient: I+R ER WhereNRB where: I = the outstanding Investment of such Purchaser at such time; R PR = the Purchaser Reserve for such Purchaser at such time; and ER NRB = the Eligible Net Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve or the Eligible Net Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreementconstant until fully paid. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collectionsthe related Collections and proceeds.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, or, only if Windmill declines to make the applicable purchase, ratably to the Liquidity Providers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Reserve or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to the Agent for the benefit of Windmill, or, only if Windmill declines to make the applicable purchase, ratably or to the Liquidity Providers Agent for the ratable benefit of the Committed Purchasers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “"Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by of a Purchaser in the Receivables and related Collections (its “"Purchase Interest”") shall equal at any time the following quotient: I+R I + R --------------- ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s 's Purchase Interest will change whenever its Investment, its Reserve or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constantconstant (based on its Purchase Interest as of the commencement of such Liquidation Period), except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer AgreementArticle II. The sum of all Purchasers’ ' Purchase Interests at any time is referred to herein as the “"Sold Interest”", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections. All Purchase Interests shall be held by the Agent on behalf of the Purchasers in accordance with the terms of this Agreement.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, the Conduit or, only if Windmill the Conduit declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “Purchase Interest”) shall equal equals at any time the sum of the following quotientpercentages: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constantconstant at the percentage in effect as of the day immediately preceding the commencement of the relevant Liquidation Period, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, ,” which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, Windmill or, only if Windmill declines to make the applicable purchase, ratably to the Liquidity Providers Committed Purchasers (who hereby agree, subject to the terms and conditions hereof, in such event to make such purchase) an undivided percentage ownership interest in the Receivables Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables Receivables, the Related Security and related Collections (its “Purchase Interest”) shall equal at any time the sum of the following quotientpercentages: I+R ER Wherewhere: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time; and PRP = the Purchaser Reserve Percentage at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constantconstant at the percentage in effect as of the day immediately preceding the commencement of the relevant Liquidation Period, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables Receivables, the Related Security and Collections.

The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmillrequest that one or more Purchasers (or, orin the case of an Uncommitted Purchaser, only if Windmill declines such Uncommitted Purchaser denies such request or is unable to fund, request that the Related Bank Purchasers, if any, for such Uncommitted Purchaser) make the applicable purchase, ratably to the Liquidity Providers purchases of an undivided percentage ownership interest in the Receivables and all related Collections. Upon any such request, subject to the terms and conditions of this Agreement, (i) the Uncommitted Purchasers may, in their sole discretion, purchase such interest, or, if any such Uncommitted Purchaser decides not to purchase such interest, the Related Bank Purchasers, if any, of such Uncommitted Purchaser shall purchase such interest, and (ii) the Committed Purchasers shall purchase such interest. Such interest shall be transferred to the Agent, as representative of the applicable Purchaser. Any such purchase (a “Purchase”") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent’s Account, pursuant to Section 1.1(c) or by the Collection Agent Servicer remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “Purchase Interest”") shall equal at any time the following quotient: I+R ER WhereNRB where: I = the outstanding Investment of such Purchaser at such time; R PR = the Purchaser Reserve for such Purchaser at such time; and ER NRB = the Eligible Net Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve or the Eligible Net Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another a Purchaser hereunder or under the Transfer AgreementArticle II. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.