Common use of Calculation of Purchase Price Clause in Contracts

Calculation of Purchase Price. (a) No later than ten Business Days prior to the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the basis of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b) No later than 120 days after the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days At the Closing, (i) Buyer (on behalf of Buyer Sub) shall pay to the Sellers in consideration of the shares of Common Stock (excluding Rollover Shares) to be purchased by Buyer pursuant to Section 1.1 a cash amount equal to the product of (x) the number of shares of Common Stock (excluding Rollover Shares) held by such Seller, if any, prior to the Closing Dateand (y) the Per Share Amount and (ii) Buyer shall issue to each Seller in exchange for the Rollover Shares held by such Seller, Sellers shall deliverif any, or cause to be delivered, exchanged pursuant to Section 1.3 a number of shares of Buyer an unaudited schedule setting out in reasonable detail the basis of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior Common Stock equal to the month in which product of (x) the Effective Time occurs number of Rollover Shares held by such Seller, if any, and (y) the "Pre-Closing Date Value Calculation Schedule")Rollover Ratio. (b) No later than 120 days after At the Closing, (i) Buyer (on behalf of Buyer Sub) shall cause the Company Group to pay to the Sellers in consideration of the cancellation of the outstanding Stock Options (excluding Rollover Options) pursuant to Section 1.2 a cash amount (less any required withholding amounts for payroll or withholding Taxes and, as applicable, such option holder’s pro rata share of the Indemnity Escrow Amount, the WC Escrow Amount and the Representative Retention Amount) equal to the product of (x) the number of Stock Options (excluding Rollover Options) held by such Seller, if any, prior to the Closing Dateand (y) the applicable Per Option Amount and (ii) Buyer shall issue to each Seller in exchange for the Rollover Options held by each Seller, Sellers shall deliverif any, or cause to be deliveredexchanged pursuant to Section 1.3 a number of options to acquire Buyer Common Stock upon substantially the same material terms and conditions as were in effect under the applicable option agreement with respect to such Rollover Options prior to the Closing; provided that the number of shares of Buyer Common Stock subject to such new options (for which any Rollover Options shall have been exchanged) shall be multiplied by the Rollover Ratio (rounded down to the nearest share) and the exercise price per share shall be divided by the Rollover Ratio (rounded up to the nearest xxxxx); provided, further, that such new options to acquire Buyer an unaudited schedule setting out in reasonable detail Common Stock shall be subject to the calculation terms of any new stock option plan of Buyer and that such new stock option plan of Buyer shall not cause such new options to be treated as deferred compensation within the meaning of Section 409A of the Closing Date ValueCode. All Stock Options, which calculation including Rollover Options, shall be as of vested immediately prior to the Effective Time (the "Closing Date Value Calculation Schedule")Closing. (c) Unless Buyer delivers written notice The payments required pursuant to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer this Section 3.2 shall be deemed made (or cause to have accepted and agreed to the Closing Date Value Calculation Schedulebe made) by Buyer in accordance with, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firmadjusted pursuant to, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, provisions set forth in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationshipSection 3.3(b). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten The portion of the Purchase Price apportioned to the LGSN Assets shall be adjusted as provided in clauses (a) and (b) of Section 3.1 to the extent such adjustments relate to LGSN, and the portion of the Purchase Price apportioned to the Division Assets shall be adjusted as provided in clauses (a) and (b) of Section 3.1 to the extent such adjustments relate to the portion of the Business Days conducted with the Division Assets. Any of the items included in clauses (a) and (b) of Section 3.1 that cannot be calculated in a timely fashion as of the Closing Date shall be estimated by Sellers in good faith based upon the account balance of such item at the end of the month for which Sellers' books are closed next preceding the Closing Date, with such adjustments as may be appropriate to reflect changes in such account balance occurring between such month-end and the Closing Date. Any such estimated amounts shall be set forth in a certificate of Sellers delivered to Buyer at least five (5) business days prior to the Closing Date, Sellers which certificate shall deliver, or cause to be delivered, to Buyer set forth an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Purchase Price (the "Pre-Closing Date Value Calculation ScheduleEstimated Purchase Price"), including such estimated amounts and shall be accompanied by reasonably detailed supporting documentation. (b) No later than 120 Within one hundred twenty (120) days after the Closing Date, Sellers shall delivernotify Buyer of the actual amount as recorded on Sellers' books and records for the Business of any items that were estimated in arriving at the Estimated Purchase Price, or cause as well as the prorations and adjustments required to be deliveredmade under Section 3.3. Buyer may dispute any amount so determined by Sellers, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers by written notice to Sellers on or prior within forty-five (45) days after receipt of Sellers' notice. If Buyer does not so dispute any item, the party owing the difference between the Estimated Purchase Price and the Purchase Price shall pay such difference to the later other party within ten (10) days after the expiration of such forty-five (x45) the 165th day following period, plus interest at 8.25% per annum on such amount from the Closing Date or to (ybut not including) the 45th day after Buyer's receipt date of payment. If Buyer disputes the actual amount of any item, the undisputed amount plus interest at 8.25% per annum on such amount from the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as including) the date of payment shall be paid promptly by the owing party. If such dispute cannot be resolved within sixty (60) days after the giving of Buyer's notice that there exists a disputed amount, then a nationally recognized independent accounting firm mutually agreeable to any other matters) based solely upon not more than two rounds of presentations by Buyer and SellersCitizens shall, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time upon written notice from either Buyer or Sellers has a primary audit relationship with Ernst & Young LLPCitizens, in which case a "big-five" accounting firm resolve such dispute within sixty (or successor thereof60) selected by lot (days after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings receipt of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreementnotice. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an independent accounting firm are not intended to shall be allocated between Buyer and Sellers so that Sellers' share of such fees and expenses shall not be interpreted to require in the same proportion that the parties refer aggregate amount of such remaining disputed amounts so submitted by Buyer to such a accounting firm that is unsuccessfully disputed by Buyer (ias finally determined by such accounting firm) any dispute arising out bears to the total amount of a breach such remaining disputed amounts so submitted by one of Buyer to such accounting firm. Any determination by such independent accounting firm shall be binding and conclusive upon the parties of its obligations under without further appeal therefrom. Within ten (10) days after the Agreement; (ii) any dispute independent accounting firm shall have resolved such dispute, the resolution of which requires party owing the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related determined amount shall pay such determined amount to the mathematical calculation of other party, plus interest at 8.25% per annum on such determined amount from the Closing Date Value or to (but not including) the Final Purchase Price or the accounting treatment date of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valuepayment. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. The purchase price of Receivables sold and assigned hereunder shall be the net amount thereof, as herein defined, less the amount of Factor’s commission on the purchase of such Receivables as provided in Section 4 hereof (the “Purchase Price”). As used herein, the term “net amount” of Receivables shall mean the gross amount of Receivables less returns, allowances and discounts to, or taken by, customers upon shortest or longest selling terms, as Factor may elect. The Purchase Price of a Receivable, less: a) No later than ten Business Days prior any reserves which Factor may have established; b) any sums advanced, remitted or otherwise paid to the Closing DateClient or for Client’s account or debited to Client’s account; and c) any other charges authorized hereunder, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the basis of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is payable by Factor to Client two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b2) No later than 120 business days after the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail day on which the calculation payment of the Closing Date ValueReceivable is posted to Client’s account by the Factor. However, if any Approved Receivable as to which calculation there exists no dispute or claim shall not be as paid by reason of the Effective Time (customer’s bankruptcy, Factor will pay Client the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers Purchase Price thereof on or prior to the later of (x) the 165th first business day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amountmonth following such customer’s bankruptcy conditioned upon (i) such customer’s acknowledgement that it has no disputes, nature and basis of all disputed itemsclaims, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree defenses or offsets with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price such Approved Receivables, or (ii) in the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination absence of such dispute (but acknowledgement, such customer’s filing of its Schedules of Assets and Liabilities with the Bankruptcy Court of appropriate jurisdiction, indicating that the Approved Receivables are not as to any disputed. Payments made by Factor on Approved Receivables which are subsequently disputed by the customer are subject to, among other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firmthings, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings provisions of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) 2.2 relating to resolutions of disputes by an accounting firm are not intended to and Chargebacks. In addition, Factor shall not be interpreted required to require that credit Client’s account for the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment amount of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, payment which is unsatisfactory to Factor in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04)its sole discretion, and shall cause their respective officers and employees Factor may charge Client’s account for the amount of any item of payment which is returned to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04Factor unpaid.

Calculation of Purchase Price. (a) No later than ten Business Days Any of the items included in clauses (a) through (e) of Section 3.1 that cannot be calculated in a timely fashion as of the Closing Date shall be estimated by Seller in good faith based upon the account balance of such item at the end of the month for which Seller's books are closed next preceding the Closing Date, with such adjustments as may be appropriate to reflect changes in such account balance occurring between such month-end and the Closing Date. Any such estimated amounts shall be set forth in a certificate of Seller delivered to Buyer at least five (5) business days prior to the Closing Date, Sellers which certificate shall deliver, or cause to be delivered, to Buyer set forth an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Purchase Price (the "Pre-Closing Date Value Calculation ScheduleEstimated Purchase Price"), including such estimated amounts and shall be accompanied by reasonably detailed supporting documentation. (b) No later than 120 Within one hundred twenty (120) days after the Closing Date, Sellers Seller shall delivernotify Buyer of the actual amount as recorded on Seller's books and records for the Business of any items that were estimated in arriving at the Estimated Purchase Price, or cause as well as the prorations and adjustments required to be deliveredmade under Section 3.4 below. Buyer may dispute any amount so determined by Seller, by written notice to Seller within fifteen (15) days after receipt of Seller's notice. If Buyer an unaudited schedule setting out in reasonable detail does not so dispute any item, the calculation party owing the difference between the Estimated Purchase Price and the Purchase Price shall pay such difference to the other party within ten (10) days after the expiration of such fifteen (15) day period, plus interest at 8.25% per annum on such amount from the Closing Date Value, which calculation shall be as of the Effective Time to (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (xbut not including) the 165th day following date of payment. If Buyer disputes the actual amount of any item, the undisputed amount plus interest at 8.25% per annum on such amount from the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as including) the date of payment shall be paid promptly by the owing party. If such dispute cannot be resolved within sixty (60) days after the giving of Buyer's notice that there exists a disputed amount, then an independent auditor mutually agreeable to any other matters) based solely upon not more than two rounds of presentations by Buyer and SellersSeller shall, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time upon written notice from either Buyer or Sellers has a primary audit relationship with Ernst & Young LLPSeller, in which case a "big-five" accounting firm resolve such dispute within sixty (or successor thereof60) selected by lot (days after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings receipt of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreementnotice. The fees and expenses of such firm will independent auditor shall be borne 50% by Sellers allocated between Buyer and 50% by Buyer. The provisions Seller so that Seller's share of such fees and expenses shall be in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require the same proportion that the parties refer aggregate amount of such remaining disputed amounts so submitted by Buyer to such a firm auditor that is unsuccessfully disputed by Buyer (ias finally determined by such auditor) any dispute arising out bears to the total amount of a breach such remaining disputed amounts so submitted by one of Buyer to such auditor. Any determination by such independent auditor shall be binding and conclusive upon the parties of its obligations under without further appeal therefrom. Within ten (10) days after the Agreement; (ii) any dispute independent auditor shall have resolved such dispute, the resolution of which requires party owing the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related determined amount shall pay such determined amount to the mathematical calculation of other party, plus interest at 8.25% per annum on such determined amount from the Closing Date Value or to (but not including) the Final Purchase Price or the accounting treatment date of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valuepayment. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days prior The purchase price payable by the Purchaser for the Existing Assets shall be $5,935,000, and the Purchaser shall pay such amount to the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out Seller in reasonable detail cash on the basis of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule")date hereof. (b) No later than 120 days after the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time The purchase price (the "Closing the Purchase Price") for each Receivable (and the Related Assets with respect thereto) Conveyed to the Purchaser after the Effective Date Value Calculation Schedule"shall equal the Outstanding Balance of such Receivable. In addition, as further consideration for the Seller's agreement to sell Receivables hereunder, the Seller shall be entitled to receive Deferred Originator Payments as specified in subsection 4.3(h) of the Pooling and Servicing Agreement. On each Distribution Date after the Effective Date, the Purchaser and the Seller shall settle as to the Purchase Price for Receivables and Related Assets (other than Existing Assets) Conveyed during the related Due Period. Prior to each Distribution Date, the Purchaser and the Seller shall determine the aggregate amount of conveyances made during the related Due Period and the aggregate Purchase Price for Receivables and Related Assets Conveyed during that Due Period. Amounts paid to the Purchaser on such Distribution Date pursuant to the Pooling and Servicing Agreement shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (c), with respect to the related (or any earlier) Due Period; second, as a payment of the remaining Purchase Price for Receivables Conveyed during the related Due Period and their Related Assets; third, as a payment of deferred Purchase Price for Receivables (other than Existing Assets) Conveyed during any earlier Due Period and their Related Assets; and fourth, if the Seller and the Purchaser so agree, as a loan by the Purchaser to the Seller, on the terms described in Section 3.3. Any funds remaining after such application shall be retained by the Purchaser. (c) Unless Buyer delivers written notice Any portion of the Purchase Price for Receivables and Related Assets Conveyed during any Due Period that is not paid under priority second above on the related Distribution Date shall be treated as deferred Purchase Price and shall be payable from time to Sellers time as provided in subsection (b). The Purchaser shall pay interest on or prior the deferred Purchase Price outstanding from time to time under this Agreement at a variable rate per annum equal to the later rate of (x) interest published in the 165th day following Wall Street Journal as the Closing Date or (y) the 45th day after Buyer's receipt "prime rate" as of the Closing Date Value Calculation Schedule specifying in reasonable detail last Business Day of the amount, nature and most recent Due Period. Such interest shall be computed on the basis of all disputed itemsthe actual number of days elapsed and a 365-day year and shall be paid as provided in subsection (b). For administrative convenience, Buyer interest on such deferred Purchase Price and on any loans described in Section 3.3 shall be calculated on the following basis. On each Distribution Date, the Purchaser and the Seller shall determine whether, after giving effect to subsection (b), any deferred Purchase Price is outstanding with respect to Receivables Conveyed during the related (or any earlier) Due Period and their Related Assets and whether there is any loan outstanding from the Purchaser to the Seller. Any such outstanding deferred Purchase Price or outstanding loan is referred to below as an "Intercompany Balance". The Purchaser and Seller will then determine the arithmetic mean of the Intercompany Balances on that and the immediately preceding Distribution Date (or on such Distribution Date and the Effective Date, in the case of the first Distribution Date), treating any deferred Purchase Price as a positive number and any loan as a negative number for purposes of this calculation. If such arithmetic mean is a positive number, then the amount of deferred Purchase Price outstanding on each day during the related Due Period shall be deemed (solely for purposes of calculating interest) to have equaled such positive number (and the amount of loans outstanding on each day during such Due Period shall be deemed to have accepted and agreed to been zero). Conversely, if such arithmetic mean is a negative number, then the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule principal amount of the loan outstanding on each day during the related Due Period shall be deemed conclusive (solely for purposes of determining calculating interest) to have equaled the Final Purchase Price. absolute value of such negative number (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation amount of the Closing Date Value or the Final deferred Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of outstanding on each day during such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, Due Period shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating deemed to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iiihave been zero)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. Any purchase of the Purchase Assets pursuant to this Section 15. will be at a Purchase Price to be agreed upon by Citi Commerce and Zale; provided, however, that if Citi Commerce and Zale cannot so agree upon a Purchase Price for such Purchase Assets within ten (a10) No later than ten Business Days prior to the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the basis following notice of the calculation exercise of the Pre-Closing Date Purchase Option by Zale to Citi Commerce pursuant to Section 15.(a), the Purchase Price will be the value to Citi Commerce, as determined using a discounted cash flow methodology, of the outstanding Receivables on a going concern basis (the “Fair Market Value, which calculation shall be ”) as of the monthdate of scheduled transfer arrived at by a neutral, independent public accounting firm which does not represent either of the Parties or any of their Affiliates, and which is qualified to provide valuation services similar to those to be provided hereunder (the “Designated Third Party”), the identity of which Designated Third Party will be agreed upon by Citi Commerce and Zale. Citi Commerce and Zale agree to provide the Designated Third Party with such information as is reasonably necessary to assist in such valuation. Such information will be deemed to be Confidential Information of the disclosing Party, provided that Zale may share the results of such valuation with a bona fide prospective purchaser of all or any portion of the Purchase Assets, and, provided further, that such prospective purchaser first executes a reasonable confidentiality and non-end disclosure agreement in favour of the owner of such information. The expense of such valuation by the Designated Third Party will be shared equally by Citi Commerce and Zale. The “discounted cash flow methodology” used to calculate the Fair Market Value assigned to the outstanding Purchase Assets will employ a discount rate based on the then current Prime Rate. It is also understood and agreed by the Parties that, in determining the Fair Market Value for the month that Purchase Assets, any Accounts aged over one-hundred-and-eighty (180) days past due or any ineligible Receivables which include any Receivable which is two months prior to not the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b) No later than 120 days after the Closing Datelegal, Sellers shall delivervalid and binding obligation of a Cardholder by reason that, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amountPurchase Date, nature and basis of all disputed itemssuch Cardholder, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or is deceased, (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make is a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations minor under the Agreement; (ii) any dispute the resolution laws of which requires the construction his/her province or interpretation territory of this Agreement or residence, (iii) any other dispute other than is not competent to enter into a contract or incur debt, (in iv) is dissolved, or (v) is the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment subject of any asset or liabilityproceedings under the Bankruptcy Act, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to as shown on the books and records of the BusinessCiti Commerce, the Purchased Assets without bad debt reserves, will be deemed to have a book balance and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 value of zero (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04$0.00), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days Any of the items included in clauses (a) through (e) of Section 3.1 that cannot be calculated in a timely fashion as of the Closing Date shall be estimated by Seller in good faith based upon the account balance of such item at the end of the month for which Seller's books are closed next preceding the Closing Date, with such adjustments as may be appropriate to reflect changes in such account balance occurring between such month-end and the Closing Date. Any such estimated amounts shall be set forth in a certificate of Seller delivered to Buyer at least five (5) business days prior to the Closing Date, Sellers which certificate shall deliver, or cause to be delivered, to Buyer set forth an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Purchase Price (the "Pre-Closing Date Value Calculation ScheduleEstimated Purchase Price"), including such estimated amounts and shall be accompanied by reasonably detailed supporting documentation. (b) No later than 120 Within one hundred twenty (120) days after the Closing Date, Sellers Seller shall delivernotify Buyer of the actual amount as recorded on Seller's books and records for the Business of any items that were estimated in arriving at the Estimated Purchase Price, or cause as well as the prorations and adjustments required to be deliveredmade under Section 3.4 below. Buyer may dispute any amount so determined by Seller, by written notice to Seller within fifteen (15) days after receipt of Seller's notice. If Buyer an unaudited schedule setting out in reasonable detail does not so dispute any item, the calculation party owing the difference between the Estimated Purchase Price and the Purchase Price shall pay such difference to the other party within ten (10) days after the expiration of such fifteen (15) day period, plus interest at 8.25% per annum on such amount from the Closing Date Value, which calculation shall be as of the Effective Time to (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (xbut not including) the 165th day following date of payment If Buyer disputes the actual amount of any item, the undisputed amount plus interest at 8.25% per annum on such amount from the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as including) the date-of-payment shall be paid promptly by the owing party. If such dispute cannot be resolved within sixty (60) days after the giving of Buyer's notice that there exists a disputed amount, then an independent auditor mutually agreeable to any other matters) based solely upon not more than two rounds of presentations by Buyer and SellersSeller shall, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time upon written notice from either Buyer or Sellers has a primary audit relationship with Ernst & Young LLPSeller, in which case a "big-five" accounting firm resolve such dispute within sixty (or successor thereof60) selected by lot (days after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings receipt of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreementnotice. The fees and expenses of such firm will independent auditor shall be borne 50% by Sellers allocated between Buyer and 50% by Buyer. The provisions Seller so that Seller's share of such fees and expenses shall be in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require the same proportion that the parties refer aggregate amount of such remaining disputed amounts so submitted by Buyer to such a firm auditor that is unsuccessfully disputed by Buyer (ias finally determined by such auditor) any dispute arising out bears to the total amount of a breach such remaining disputed amounts so submitted by one of Buyer to such auditor. Any determination by such independent auditor shall be binding and conclusive upon the parties of its obligations under without further appeal therefrom. Within ten (10) days after the Agreement; (ii) any dispute independent auditor shall have resolved such dispute, the resolution of which requires party owing the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related determined amount shall pay such determined amount to the mathematical calculation of other parry, plus interest at 8.25% per annum on such determined amount from the Closing Date Value or to (but not including) the Final Purchase Price or the accounting treatment date of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valuepayment. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days prior to If the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail (i) Ball Members disagree with the basis of the SG Members' calculation of the Pre-Closing Date ValueCall Price, Put Price or Public Offering Call Price as set forth in any Call Notice or other written notice required to be delivered by the SG Members to the Ball Members pursuant to Section 10.5 or (ii) SG Members disagree with the Ball Members' calculation of the Put Price as set forth in the Put Notice delivered pursuant to Section 10.6 (in either case, the Members receiving such Call Notice, Put Notice or other required written notice are sometimes hereinafter referred to as the "Receiving Party" and the Members delivering such Call Notice, Put Notice or other required written notice are sometimes hereinafter referred to as the "Delivering Party"), then the Receiving Party may, within 10 days after delivery of such Call Notice, Put Notice or other required written notice, deliver a notice to the Delivering Party disagreeing with such calculation and setting forth the Receiving Party's calculation. Any such notice of disagreement shall specify those items or amounts as to which calculation the Receiving Party disagrees, and the Receiving Party shall be as of the month-end for the month that is two months prior deemed to the month have agreed with all other items and amounts contained in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule")such Call Notice, Put Notice or other required written notice. (b) No later than 120 If a notice of disagreement is duly delivered pursuant to Section 10.8(a), the Receiving Party and the Delivering Party shall, during the 15 days after following such delivery, use their best efforts to reach agreement on the Closing Datedisputed items or amounts in order to determine, Sellers as may be required, the Call Price, Put Price or Public Offering Call Price. If, during such period, the Receiving Party and the Delivering Party are unable to reach such agreement, they shall deliver, or promptly thereafter cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time Arthur Andersen & Co. (the "Closing Date Value Calculation ScheduleAccounting Firm")) promptly to review txxx Xgrxxxxxx xnd the disputed items or amounts for the purpose of calculating, as may be required, the Call Price, Put Price or Public Offering Call Price. In making such calculation, the Accounting Firm shall consider only those items or amounts in respect of the calculation as to which the Receiving Party has disagreed. The Accounting Firm shall deliver to the Receiving Party and the Delivering Party, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon the Receiving Party and the Delivering Party. The cost of such review and report shall be borne equally by the Receiving Party and the Delivering Party. (c) Unless Buyer delivers written notice The Ball Members and the SG Members agree that they will, and agree to Sellers on or prior cause their respective independent accountants to, cooperate and assist in the conduct of the review by the Accounting Firm referred to in this Section 10.8, including without limitation the making available to the later extent necessary of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amountbooks, nature records and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Pricepersonnel. (d) In Notwithstanding anything herein to the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice contrary, immediately following receipt of the dispute and Put Price, the dispute involves Call Price or the Public Offering Call Price, as the case may be, the Ball Members shall, at their election, either (i) the mathematical calculation deposit in escrow an amount equal to 20% of the Closing Date applicable Tropicana Value or pursuant to the Final Purchase Price terms of the Escrow Agreement or (ii) the appropriate accounting treatment provide a letter of any asset or liability, or item of income or expense, that affects the calculation credit in an amount equal to 20% of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related applicable Tropicana Value reasonably satisfactory to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date ValueSG Members. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (aA) No later than ten Business Days prior to Upon a portfolio sale event as described in Section 6.2(e)(i), above, the Closing Datepurchase price shall be determined in accordance with the following provision: (1) Company or Company’s designated buyer (in either event, Sellers the “Buyer”) and Bank shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out meet in reasonable detail good faith for a period of thirty (30) days following the basis delivery of the calculation notice described in subsection (iii), above to reach agreement on the purchase price of the Pre-Closing Date ValueAssets. If Bank and the Buyer are able to agree upon the purchase price, which calculation it shall be as of constitute the month-end Purchase Price for the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule")Assets. (b2) No later than 120 days after If Bank and the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on upon the Closing Date Purchase Price, the Purchase Price shall be the Fair Market Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Assets determined as detailed herein. Fair Market Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive determined by three (3) independent appraisers each of whom is a recognized expert in valuing Consumer and binding upon Buyer Commercial private label portfolios within the private label credit card industry and Sellers for purposes each of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions whom has demonstrated experience in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (participating in the case valuation of this clause (iii)) a dispute similar transactions related to the mathematical calculation sale of private label credit card portfolios. No later than thirty (30) days following the end of the Closing Date exclusive negotiation period described in subsection (iv)(A) above, each of Bank and the Buyer shall select a single appraiser, and the two appraisers so chosen together shall select a third appraiser. The appraisers shall be instructed to assume an arms-length transaction between a willing buyer and a wiling seller and shall take into consideration, among other things, the amount of the outstanding receivables, the aggregate number of Accounts, and the value of an ongoing card plan relationship with Company. Bank and Buyer shall each bear the cost of retaining their own appraiser and one-half the cost of retaining the third appraiser. Bank and the Buyer shall each be responsible for its own usual and customary costs incurred in connection with the sale of the Assets (including, without limitation, closing costs and reasonable attorney fees). Interim servicing costs following closing shall be borne by the Buyer. Each appraiser shall separately render its valuation determination no later than fifteen (15) days following the retention of the third appraiser. The Fair Market Value or of the Final Purchase Price or Assets shall be the accounting treatment average of any asset or liabilitythe three appraisals; provided, or item of income or expensehowever, that affects if the calculation high or low appraisal shall deviate more than fifteen percent (15%) from the middle appraisal, such high or low appraisal(s) shall be disregarded and the Fair Market Value shall be either the average of the Closing Date Valuetwo remaining appraisals or, if both the high and low appraisal deviated by more than fifteen percent (15%) from the middle appraisal, the amount of the middle appraisal. (eB) Buyer and Sellers agree that, Upon a portfolio sale event as described in addition to their respective obligations under Section 5.02(d6.2(e)(ii), prior to above, the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") Purchase Price shall have any and all reasonable access that they each reasonably believe is necessary to the books and records consist of the Business, Book Value of the Purchased Assets and (including the Assumed Liabilities to Unamortized Premium) as of the extent they relate to closing date of the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04purchase.

Calculation of Purchase Price. (a) No later than ten At least five (5) Business Days prior to the Closing DateClosing, Sellers Seller shall deliver, or cause to be delivered, deliver to Buyer an unaudited schedule setting out a statement of its estimate of the Purchase Price, as adjusted in reasonable detail accordance with Section 2.3 (the “Preliminary Statement”). The Preliminary Statement shall be the basis of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in on which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule")Purchase Price is provisionally calculated for purposes of Closing. (b) No later than 120 Within thirty (30) days after the Closing Date, Sellers Buyer shall deliver, or cause prepare and deliver to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation Seller its determination of the Closing Date ValuePurchase Price, which calculation shall be as of the Effective Time adjusted in accordance with Section 2.3 (the "“Post-Closing Date Value Calculation Schedule"Statement”). (c) Unless During the fifteen (15) days immediately following receipt of the Post-Closing Statement by Seller, Seller and its accountants shall be entitled to review the Post-Closing Statement and any working papers, trial balances and similar materials relating to the Post-Closing Statement prepared by Buyer’s accountants, and Buyer delivers shall provide Seller and its accountants with timely access, during Buyer’s normal business hours, to Buyer’s and the Companies’ personnel, properties, books and records. The Post-Closing Statement shall become final and binding upon the Parties at 5:00 p.m. (Denver time) on the tenth day following delivery thereof unless Seller gives written notice to Sellers on or Buyer of Seller’s disagreement with the Post-Closing Statement (a “Notice of Disagreement”) prior to such date. Any Notice of Disagreement shall specify in reasonable detail the later nature of any disagreement asserted. If a timely Notice of Disagreement is received by Buyer with respect to the Post-Closing Statement, then the Post-Closing Statement (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the Parties on the earlier of (x) the 165th day following the Closing Date date on which Buyer and Seller resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the 45th day after Buyer's receipt date on which any matters in dispute are finally resolved in writing by a nationally recognized accounting firm mutually acceptable to Buyer and Seller (the “Accounting Firm”). The date on which the Post-Closing Statement becomes final and binding is referred to as the “Final Determination Date.” During the fifteen (15) days immediately following the delivery of any Notice of Disagreement (the “Discussion Period”), Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During the Discussion Period, Buyer and Seller each shall afford the other access to its accountants’ working papers, trial balances and similar materials prepared in connection with the its preparation of the Post-Closing Date Value Calculation Schedule specifying Statement or the Notice of Disagreement, as the case may be. At the end of the Discussion Period, Seller and Buyer shall submit to the Accounting Firm for review and resolution any and all matters that remain in reasonable detail dispute and were included in any Notice of Disagreement, and the amountAccounting Firm shall reach a final, nature and basis binding resolution of all disputed itemsmatters that remain in dispute, Buyer which final resolution shall be deemed (A) in writing, (B) furnished to Buyer and Seller as soon as practicable after the items in dispute have accepted and agreed been referred to the Accounting Firm, (C) made in accordance with this Agreement and (D) conclusive and binding upon the Parties and not subject to collateral attack for any reason absent manifest error. The Post-Closing Date Value Calculation ScheduleStatement, with any adjustments necessary to reflect the Accounting Firm’s resolution of the matters in dispute, shall become final and such Closing Date Value Calculation Schedule binding on Buyer and Seller on the date the Accounting Firm delivers its final resolution to the Parties, which shall be deemed conclusive for purposes no later than ninety (90) days after the Closing Date. Each Party shall pay its own costs and expenses incurred in connection with such arbitration, except that the fees and expenses of determining the Final Purchase PriceAccounting Firm shall be borne equally by Buyer and Seller. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 Within fifteen (15) days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or following the Final Determination Date, Buyer shall pay to Seller, or Seller shall pay to Buyer, the amount if any by which the Purchase Price as finally determined is greater or (ii) the appropriate accounting treatment of any asset or liabilityless, or item of income or expenserespectively, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (stated in the case Preliminary Statement, by wire transfer of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valueimmediately available funds. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. The Purchase Price shall be increased by the amount of Mandated Capital Expenditures made by Seller from and after the Effective Date through the day immediately preceding the Closing Date and which are not included in the 2001 or 2002 Capital Budget, but only to the extent that Seller did not have Knowledge of the need to incur the particular expenditures comprising such Mandated Capital Expenditures at the time the 2002 Capital Budget was adopted by the Board of Directors of Seller. Such increase, if applicable, shall be determined in accordance with the following: (a) No later than ten Business Days The amount of Mandated Capital Expenditures by which the Purchase Price is increased shall be estimated by Seller in good faith based upon the relevant account balances at the end of the month for which Seller's books are closed next preceding the Closing Date, with such adjustments as may be appropriate to reflect changes in such account balances occurring between such month-end and the Closing Date. Any such estimated amount shall be set forth in a certificate of Seller delivered to Buyer at least five (5) business days prior to the Closing Date, Sellers which certificate shall deliver, or cause to be delivered, to Buyer set forth an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Purchase Price (the "Pre-Closing Date Value Calculation ScheduleEstimated Purchase Price"), including the estimated amount of any increase in the Purchase Price pursuant to this Section 3.2, and shall be accompanied by reasonably detailed supporting documentation. (b) No later than 120 Within one hundred twenty (120) days after the Closing Date, Sellers Seller shall delivernotify Buyer of the actual amount as recorded on Seller's books and records for the Business of any Mandated Capital Expenditures that were estimated in arriving at the Estimated Purchase Price. Buyer may dispute any amount so determined by Seller, or cause by written notice to be deliveredSeller within fifteen (15) days after receipt of Seller's notice. If Buyer does not so dispute any item, the party owing the difference between the Estimated Purchase Price and the Purchase Price shall pay such difference to Buyer an unaudited schedule setting out in reasonable detail the calculation other party within ten (10) days after the expiration of such fifteen (15) day period, plus interest at 8.25% per annum on such amount from the Closing Date Value, which calculation shall be as of the Effective Time to (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (xbut not including) the 165th day following date of payment. If Buyer disputes the actual amount of any item, the undisputed amount plus interest at 8.25% per annum on such amount from the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as including) the date of payment shall be paid promptly by the owing party. If such dispute cannot be resolved within sixty (60) days after the giving of Buyer's notice that there exists a disputed amount, then an independent auditor mutually agreeable to any other matters) based solely upon not more than two rounds of presentations by Buyer and SellersSeller shall, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time upon written notice from either Buyer or Sellers has a primary audit relationship with Ernst & Young LLPSeller, in which case a "big-five" accounting firm resolve such dispute within sixty (or successor thereof60) selected by lot (days after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings receipt of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreementnotice. The fees and expenses of such firm will independent auditor shall be borne 50% by Sellers allocated between Buyer and 50% by Buyer. The provisions Seller so that Seller's share of such fees and expenses shall be in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require the same proportion that the parties refer aggregate amount of such remaining disputed amounts so submitted by Buyer to such a firm auditor that are successfully disputed by Buyer (ias finally determined by such auditor) any dispute arising out bears to the total amount of a breach such remaining disputed amounts so submitted by one of Buyer to such auditor. Any determination by such independent auditor shall be binding and conclusive upon the parties of its obligations under without further appeal therefrom. Within ten (10) days after the Agreement; (ii) any dispute independent auditor shall have resolved such dispute, the resolution of which requires party owing the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related determined amount shall pay such determined amount to the mathematical calculation of other party, plus interest at 8.25% per annum on such determined amount from the Closing Date Value or to (but not including) the Final Purchase Price or the accounting treatment date of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valuepayment. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days Any of the items included in clauses (a) through (d) of Section 3.1 that cannot be calculated in a timely fashion as of the Closing Date shall be estimated by Seller in good faith based upon the account balance of such item at the end of the month for which Seller's books are closed next preceding the Closing Date, with such adjustments as may be appropriate to reflect changes in such account balance occurring between such month-end and the Closing Date. Any such estimated amounts shall be set forth in a certificate of Seller delivered to Buyer at least five (5) business days prior to the Closing Date, Sellers which certificate shall deliver, or cause to be delivered, to Buyer set forth an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Purchase Price (the "Pre-Closing Date Value Calculation ScheduleEstimated Purchase Price"), including such estimated amounts and shall be accompanied by reasonably detailed supporting documentation. (b) No later than 120 Within one hundred twenty (120) days after the Closing Date, Sellers Seller shall delivernotify Buyer of the actual amount as recorded on Seller's books and records for the Business of any items that were estimated in arriving at the Estimated Purchase Price, or cause as well as the prorations and adjustments required to be deliveredmade under Section 3.4 below. Buyer may dispute any amount so determined by Seller, by written notice to Seller within fifteen (15) days after receipt of Seller's notice. If Buyer an unaudited schedule setting out in reasonable detail does not so dispute any item, the calculation party owing the difference between the Estimated Purchase Price and the Purchase Price shall pay such difference to the other party within ten (10) days after the expiration of such fifteen (15) day period, plus interest at 8.25% per annum on such amount from the Closing Date Value, which calculation shall be as of the Effective Time to (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (xbut not including) the 165th day following date of payment. If Buyer disputes the actual amount of any item, the undisputed amount plus interest at 8.25% per annum on such amount from the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as including) the date of payment shall be paid promptly by the owing party. If such dispute cannot be resolved within sixty (60) days after the giving of Buyer's notice that there exists a disputed amount, then an independent auditor mutually agreeable to any other matters) based solely upon not more than two rounds of presentations by Buyer and SellersSeller shall, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time upon written notice from either Buyer or Sellers has a primary audit relationship with Ernst & Young LLPSeller, in which case a "big-five" accounting firm resolve such dispute within sixty (or successor thereof60) selected by lot (days after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings receipt of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreementnotice. The fees and expenses of such firm will independent auditor shall be borne 50% by Sellers allocated between Buyer and 50% by Buyer. The provisions Seller so that Seller's share of such fees and expenses shall be in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require the same proportion that the parties refer aggregate amount of such remaining disputed amounts so submitted by Buyer to such a firm auditor that is unsuccessfully disputed by Buyer (ias finally determined by such auditor) any dispute arising out bears to the total amount of a breach such remaining disputed amounts so submitted by one of Buyer to such auditor. Any determination by such independent auditor shall be binding and conclusive upon the parties of its obligations under without hither appeal therefrom. Within ten (10) days after the Agreement; (ii) any dispute independent auditor shall have resolved such dispute, the resolution of which requires party owing the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related determined amount shall pay such determined amount to the mathematical calculation of other party, plus interest at 8.25% per annum on such determined amount from the Closing Date Value or to (but not including) the Final Purchase Price or the accounting treatment date of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valuepayment. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days prior to the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer The amount specified in Section 2.1 is an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date ValuePurchase Price ("Estimated Purchase Price"), which calculation shall be has been calculated for the purposes of signing this Agreement using (i) a balance sheet for the Acquired Business prepared by Seller and TFS as of the month-end for the month that is two months prior to the month in which the Effective Time occurs March 31, 1997 (the "Pre-Closing Date Value Calculation ScheduleTFS Balance Sheet") and (b) information and data relating to the Loan Receivables (in the form of one or more magnetic computer tapes and computer diskettes that are readable by Purchaser) prepared as of March 31, 1997 (the "TFS Tape"). (b) No The Purchase Price shall be calculated for purposes of Closing as provided in this Section 2.3(b). (i) As soon as it is available (but no later than 120 days after five (5) Business Days before the Closing Date), Seller and TFS shall deliver to Purchaser (A) a balance sheet for the Acquired Business prepared by Seller and TFS as of the last day of the month prior to the month that includes the Closing Date (the "Closing Balance Sheet"), and (B) information and data relating to the Loan Receivables (in the form of one or more magnetic computer tapes and computer diskettes that are readable by Purchaser) prepared as of the date of the Closing Balance Sheet (the "Closing Tape"). In addition, no earlier than two (2) Business Days before the Closing Date and no later than one (1) Business Day before the Closing Date, Sellers Seller and TFS shall deliverdeliver to Purchaser a written report (the "Net Funds Report"), prepared as of the close of business on the Business Day immediately preceding the date of delivery of such report (the "Net Funds Report Date"), that sets forth a calculation of Net Funds Contributed and the Funds Adjustment Amount and includes sufficient detail and supporting information to enable Purchaser to review and evaluate such calculations. (ii) Purchaser shall have three (3) Business Days after it has received the Closing Balance Sheet and Closing Tape (the "Review Period") in which to review the Closing Balance Sheet and Closing Tape and request any and all information from Seller and TFS reasonably required to evaluate these calculations. If Purchaser does not notify Seller and TFS within the Review Period of any issues relating to the Closing Balance Sheet or cause Closing Tape, they shall be deemed to be deliveredfinal and binding on the parties. If there is an issue to the effect that the Closing Balance Sheet does not present fairly in all material respects the financial position of the Acquired Business as of the date of such Balance Sheet or the Closing Tape does not accurately present the Loan Receivables of the Acquired Business as of the date thereof, the parties shall seek to Buyer an unaudited schedule setting out resolve those issues in reasonable detail accordance with Section 16.14 hereof, and any necessary adjustments shall be made to the calculation Closing Balance Sheet or Closing Tape; provided, however, that such dispute shall not delay the Closing. If such issues have not been resolved by the Closing Date, the Purchase Price shall be calculated for purposes of Closing on the basis of the Closing Date ValueBalance Sheet and Closing Tape as prepared by Seller and TFS, which calculation but the portion of the Purchase Price affected by disputed issues, but not more than $25 million, shall be as of the Effective Time held in escrow by a mutually acceptable escrow agent (the "Escrow Agent") until such issues have been resolved, at which time the escrowed funds plus any interest thereon shall be disbursed to Seller and/or Purchaser in accordance with the resolution of such issues. The up to $25 million held in escrow shall not limit the amount that may be subject to dispute following the Closing, but any such claims or disputes shall not be subject to or be applied against the "basket" provisions of Sections 2.4(c) and 12.1(a). (iii) The Purchase Price shall be equal to the Estimated Purchase Price plus or minus the following adjustments: (A) If the amount of the Other Assets shown on the Closing Date Value Calculation Schedule")Balance Sheet is (x) greater than that shown on the TFS Balance Sheet, then the Estimated Purchase Price shall be increased by the amount of such excess; or (y) less than that shown on the TFS Balance Sheet, then the Estimated Purchase Price shall be decreased by the amount of such reduction; (B) If the amount of the Other Liabilities shown on the Closing Balance Sheet is (x) greater than that shown on the TFS Balance Sheet, then the Estimated Purchase Price shall be decreased by the amount of such excess; or (y) less than that shown on the TFS Balance Sheet, then the Estimated Purchase Price shall be increased by the amount of such reduction; (C) If the amount of the Loan Receivables indicated on the Closing Tape is (x) greater than the amount indicated on the TFS Tape, then the Estimated Purchase Price shall be increased by the product of such excess multiplied by the Adjustment Factor; or (y) less than the amount indicated on the TFS Tape, the Estimated Purchase Price shall be decreased by the product of such reduction multiplied by the Adjustment Factor; and (D) If the remainder obtained by subtracting the Funds Adjustment Amount from Net Funds Contributed is (x) greater than or equal to zero, the Estimated Purchase Price shall be increased by the sum of (aa) the product of (Net Funds Contributed minus the Funds Adjustment Amount) multiplied by the Adjustment Factor, plus (bb) the Funds Adjustment Amount; or (y) less than zero, the Estimated Purchase Price shall be decreased by the sum of (cc) the product of (Net Funds Contributed (treated as a positive number) plus the Funds Adjustment Amount) multiplied by the Adjustment Factor, minus (dd) the Funds Adjustment Amount. (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for For purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that , the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") following terms shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.meanings set forth below:

Calculation of Purchase Price. (a) No later than ten Business Days prior The purchase price payable by the Purchaser for the Existing Assets shall be $5,935,000, and the Purchaser shall pay such amount to the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out Seller in reasonable detail cash on the basis of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule")date hereof. (b) No later than 120 days The purchase price (the “the Purchase Price”) for each Receivable (and the Related Assets with respect thereto) Conveyed to the Purchaser after the Closing Effective Date shall equal the Outstanding Balance of such Receivable. In addition, as further consideration for the Seller’s agreement to sell Receivables hereunder, the Seller shall be entitled to receive Deferred Originator Payments as specified in subsection 4.3(h) of the Pooling and Servicing Agreement. On each Distribution Date after the Effective Date, Sellers the Purchaser and the Seller shall deliversettle as to the Purchase Price for Receivables and Related Assets (other than Existing Assets) Conveyed during the related Due Period. Prior to each Distribution Date, the Purchaser and the Seller shall determine the aggregate amount of conveyances made during the related Due Period and the aggregate Purchase Price for Receivables and Related Assets Conveyed during that Due Period. Amounts paid to the Purchaser on such Distribution Date pursuant to the Pooling and Servicing Agreement shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (c), with respect to the related (or cause to be deliveredany earlier) Due Period; second, to Buyer an unaudited schedule setting out in reasonable detail the calculation as a payment of the Closing Date Valueremaining Purchase Price for Receivables Conveyed during the related Due Period and their Related Assets; third, which calculation as a payment of deferred Purchase Price for Receivables (other than Existing Assets) Conveyed during any earlier Due Period and their Related Assets; and fourth, if the Seller and the Purchaser so agree, as a loan by the Purchaser to the Seller, on the terms described in Section 3.3. Any funds remaining after such application shall be as of retained by the Effective Time (the "Closing Date Value Calculation Schedule")Purchaser. (c) Unless Buyer delivers written notice Any portion of the Purchase Price for Receivables and Related Assets Conveyed during any Due Period that is not paid under priority second above on the related Distribution Date shall be treated as deferred Purchase Price and shall be payable from time to Sellers time as provided in subsection (b). The Purchaser shall pay interest on or prior the deferred Purchase Price outstanding from time to time under this Agreement at a variable rate per annum equal to the later rate of (x) interest published in the 165th day following Wall Street Journal as the Closing Date or (y) the 45th day after Buyer's receipt “prime rate” as of the Closing Date Value Calculation Schedule specifying in reasonable detail last Business Day of the amount, nature and most recent Due Period. Such interest shall be computed on the basis of all disputed itemsthe actual number of days elapsed and a 365-day year and shall be paid as provided in subsection (b). For administrative convenience, Buyer interest on such deferred Purchase Price and on any loans described in Section 3.3 shall be calculated on the following basis. On each Distribution Date, the Purchaser and the Seller shall determine whether, after giving effect to subsection (b), any deferred Purchase Price is outstanding with respect to Receivables Conveyed during the related (or any earlier) Due Period and their Related Assets and whether there is any loan outstanding from the Purchaser to the Seller. Any such outstanding deferred Purchase Price or outstanding loan is referred to below as an “Intercompany Balance”. The Purchaser and Seller will then determine the arithmetic mean of the Intercompany Balances on that and the immediately preceding Distribution Date (or on such Distribution Date and the Effective Date, in the case of the first Distribution Date), treating any deferred Purchase Price as a positive number and any loan as a negative number for purposes of this calculation. If such arithmetic mean is a positive number, then the amount of deferred Purchase Price outstanding on each day during the related Due Period shall be deemed (solely for purposes of calculating interest) to have equaled such positive number (and the amount of loans outstanding on each day during such Due Period shall be deemed to have accepted and agreed to been zero). Conversely, if such arithmetic mean is a negative number, then the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule principal amount of the loan outstanding on each day during the related Due Period shall be deemed conclusive (solely for purposes of determining calculating interest) to have equaled the Final Purchase Price. absolute value of such negative number (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation amount of the Closing Date Value or the Final deferred Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of outstanding on each day during such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, Due Period shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating deemed to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iiihave been zero)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later Not less than ten Business Days three (3) days prior to the Closing Date, Sellers the Company shall deliver, or cause deliver to Purchaser the following by way of a Funds Flow Memorandum in substantially the form attached hereto as Schedule I: (i) Seller’s reasonable estimate of the amount of Tax to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the basis owed by Seller as a result of the calculation transactions contemplated by this Agreement, such estimate not to exceed $10,000,000 (the “Seller Tax Liability Estimate”); (ii) Seller’s portion of Seller’s reasonable good faith estimate of the Pre-Closing Date Value, which calculation shall be amount Cash of OCW and its Subsidiaries as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Closing Date (the "Pre-“Estimated Closing Date Value Calculation Schedule"Cash”); (iii) Seller’s portion of the outstanding balance of any Indebtedness of OCW and its Subsidiaries as of the Closing Date, as calculated pursuant to appropriate payoff letters from the holders of such Indebtedness, such payoff letters to be provided to Purchaser (the “Closing Indebtedness”); and (iv) Seller’s portion of any and all Transaction Expenses incurred by OCW and its Subsidiaries that remain outstanding as of the Closing Date, as calculated pursuant to proper invoices representing such Transaction Expenses, such invoices to be provided to Purchaser (the “Closing Transaction Expenses”). (b) No later than 120 On the Closing Date, the Purchase Price Cash Amount to be paid by Purchaser to Seller by wire transfer of immediately available funds in accordance with Section 2.02 shall be equal to the Seller Tax Liability Estimate. On the Closing Date, the Purchase Price Share Amount to be delivered by Purchaser to Seller in accordance with Section 2.02 shall be a number of Class A Shares equal to the quotient of (A) the sum of the Purchase Price plus the Estimated Closing Cash minus the amount of each of the Seller Tax Liability Estimate, the Closing Indebtedness and the Closing Transaction Expenses and (B) a price per share equal to the ten (10) day volume-weighted average price of Purchaser’s shares as traded on the New York Stock Exchange determined as of the Effective Date ($314.60) (the “Signing Date Share Price”). (c) Within fifteen (15) days after the Closing Date, Sellers Seller shall deliver, or cause deliver to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation Purchaser a final amount of Cash of OCW and its Subsidiaries as of the Closing Date Value(the “Final Closing Cash”). Such representative shall also provide to Purchaser such data and information as Purchaser may reasonably request in connection with the determination of the Final Closing Cash. Purchaser shall notify such representative of Purchaser’s acceptance or dispute of such statement within five (5) days after Purchaser’s receipt of such statement. In the event of a dispute with respect to the determination of the Final Closing Cash, which calculation Purchaser and Seller shall attempt to reconcile their difference and any written agreement by them as to any disputed amounts shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amountfinal, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedulebinding, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining on the Final Purchase Priceparties. (d) In If the event that Buyer and Sellers are unable Final Closing Cash exceeds the Estimated Closing Cash (the Excess Closing Cash”), Purchaser shall deliver to agree with respect Seller a number of Class A Shares equal to any item on the Closing Date Value Calculation Schedule within 45 days of notice quotient of the dispute (A) Excess Closing Cash and the dispute involves either (iB) the mathematical calculation of Signing Date Share Price. If the Estimated Closing Date Value or Cash exceeds the Final Purchase Price or Closing Cash (iithe “Deficit Closing Cash”), Purchaser shall cancel a number of Class A Shares of Seller equal to the quotient of (A) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects Deficit Closing Cash and (B) the calculation of the Closing Signing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date ValueShare Price. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten Business Days Any of the items included in clauses (a) through (d) of Section 3.1 that cannot be calculated in a timely fashion as of the Closing Date shall be estimated by Seller in good faith based upon the account balance of such item at the end of the month for which Seller's books are closed next preceding the Closing Date, with such adjustments as may be appropriate to reflect changes in such account balance occurring between such month-end and the Closing Date. Any such estimated amounts shall be set forth in a certificate of Seller delivered to Buyer at least five (5) business days prior to the Closing Date, Sellers which certificate shall deliver, or cause to be delivered, to Buyer set forth an unaudited schedule setting out in reasonable detail the basis estimate of the calculation of the Pre-Closing Date Value, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs Purchase Price (the "Pre-Closing Date Value Calculation ScheduleEstimated Purchase Price"), including such estimated amounts and shall be accompanied by reasonably detailed supporting documentation. (b) No later than 120 Within one hundred twenty (120) days after the Closing Date, Sellers Seller shall delivernotify Buyer of the actual amount as recorded on Seller's books and records for the Business of any items that were estimated in arriving at the Estimated Purchase Price, or cause as well as the prorations and adjustments required to be deliveredmade under Section 3.4 below. Buyer may dispute any amount so determined by Seller, by written notice to Seller within fifteen (15) days after receipt of Seller's notice. If Buyer an unaudited schedule setting out in reasonable detail does not so dispute any item, the calculation party owing the difference between the Estimated Purchase Price and the Purchase Price shall pay such difference to the other party within ten (10) days after the expiration of such fifteen (15) day period, plus interest at 8.25% per annum on such amount from the Closing Date Value, which calculation shall be as of the Effective Time to (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (xbut not including) the 165th day following date of payment. If Buyer disputes the actual amount of any item, the undisputed amount plus interest at 8.25% per annum on such amount from the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as including) the date of payment shall be paid promptly by the owing party. If such dispute cannot be resolved within sixty (60) days after the giving of Buyer's notice that there exists a disputed amount, then an independent auditor mutually agreeable to any other matters) based solely upon not more than two rounds of presentations by Buyer and SellersSeller shall, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time upon written notice from either Buyer or Sellers has a primary audit relationship with Ernst & Young LLPSeller, in which case a "big-five" accounting firm resolve such dispute within sixty (or successor thereof60) selected by lot (days after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings receipt of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreementnotice. The fees and expenses of such firm will independent auditor shall be borne 50% by Sellers allocated between Buyer and 50% by Buyer. The provisions Seller so that Seller's share of such fees and expenses shall be in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require the same proportion that the parties refer aggregate amount of such remaining disputed amounts so submitted by Buyer to such a firm auditor that is unsuccessfully disputed by Buyer (ias finally determined by such auditor) any dispute arising out bears to the total amount of a breach such remaining disputed amounts so submitted by one of Buyer to such auditor. Any determination by such independent auditor shall be binding and conclusive upon the parties of its obligations under without further appeal therefrom. Within ten (10) days after the Agreement; (ii) any dispute independent auditor shall have resolved such dispute, the resolution of which requires party owing the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related determined amount shall pay such determined amount to the mathematical calculation of other party, plus interest at 8.25% per annum on such determined amount from the Closing Date Value or to (but not including) the Final Purchase Price or the accounting treatment date of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valuepayment. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. The purchase price (the "Purchase Price") for each Receivable (and the Related Assets with respect thereto) Conveyed to the Purchaser (i) on the Initial Closing Date shall equal the Outstanding Balance of such Receivable as of the Initial Cut-Off Day, and (ii) after the Initial Closing Date shall equal the Outstanding Balance of such Receivable. In addition, as further consideration for the Seller's agreement to sell Receivables hereunder, the Seller shall be entitled to receive Deferred Payments. On each Distribution Date, the Purchaser and the Seller shall settle as to the Purchase Price for Receivables and Related Assets Conveyed during the related Due Period. Prior to each Distribution Date, the Purchaser and the Seller shall determine the aggregate amount of Conveyances made during the related Due Period and the aggregate Purchase Price for Receivables and Related Assets Conveyed during that Due Period. Amounts paid to the Purchaser on such Distribution Date pursuant to the Pooling and Servicing Agreement shall be applied as follows: first, as a payment of interest on outstanding Deferred Payments, calculated as provided in clause (b), with respect to the related (or any earlier) Due Period; second, as a payment of the remaining Purchase Price for Receivables Conveyed during the related Due Period and their Related Assets; third, as a payment of Deferred Payments for Receivables Conveyed during any earlier Due Period and their Related Assets; and fourth, if the Seller and the Purchaser so agree, as a loan by the Purchaser to the Seller, on the terms described in Section 3.3. Any funds remaining after such application shall be retained by the Purchaser. Any portion of the Purchase Price for Receivables and Related Assets Conveyed during any Due Period that is not paid under priority second above on the related Distribution Date shall be treated as deferred Purchase Price (each, a "Deferred Payment") and shall be payable from time to time as provided in clause (a) No later than ten Business Days prior ). The Purchaser shall pay interest on such Deferred Payments outstanding from time to time under this Agreement at a variable rate per annum equal to the Closing Date, Sellers rate of interest published in the Wall Street Journal as the "prime rate" as of the last Business Day of the most recent Due Period. Such interest shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail computed on the basis of the calculation actual number of days elapsed and a 365-day year and shall be paid as provided in clause (a). For administrative convenience, interest on such deferred Purchase Price and on any loans described in Section 3.3 shall be calculated on the following basis. On each Distribution Date, the Purchaser and the Seller shall determine whether, after giving effect to clause (a), any Deferred Payments are outstanding with respect to Receivables Conveyed during the related (or any earlier) Due Period and their Related Assets and whether there is any loan outstanding from the Purchaser to the Seller. Any such outstanding Deferred Payments or outstanding loan is referred to below as an "Intercompany Balance". The Purchaser and Seller will then determine the arithmetic mean of the Pre-Closing Intercompany Balances on that and the immediately preceding Distribution Date Value, which calculation shall be as of (or on such Distribution Date and the month-end for the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b) No later than 120 days after the Initial Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation case of the Closing Date Valuefirst Distribution Date), which calculation treating any Deferred Payments as a positive number and any loan as a negative number for purposes of this calculation. If such arithmetic mean is a positive number, then the amount of the Deferred Payments outstanding on each day during the related Due Period shall be as deemed (solely for purposes of calculating interest) to have equaled such positive number (and the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers amount of loans outstanding on or prior to the later of (x) the 165th each day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer during such Due Period shall be deemed to have accepted and agreed to been zero). Conversely, if such arithmetic mean is a negative number, then the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule principal amount of the loan outstanding on each day during the related Due Period shall be deemed conclusive (solely for purposes of determining calculating interest) to have equaled the Final Purchase Price. absolute value of such negative number (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation amount of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of Deferred Payments outstanding on each day during such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, Due Period shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating deemed to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iiihave been zero)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. i. The Purchase Price for the Road Champs Shares and the Acquired Assets transferred to Purchaser shall be an amount (athe "PURCHASE PRICE") No later equal to the sum of (1) $9,221,198.00 (hereafter such sum is referred to as the "Fixed Price Component"); plus (2) an amount equal to RC Inc's and RC Ltd's landed cost (indicated on their books and records consistent with past practices), for their finished, current inventory in saleable condition existing as of the Closing, including goods in transit (with cost of transportation) and also including product samples of current merchandise in saleable condition even if not reflected on the Road Champs Companies' financial statements, all of which shall be estimated at Closing and confirmed by audit of such inventory within twenty (20) business days after Closing (such amount, together with the amount calculated pursuant to subpart (5) below is referred to as the "INVENTORY PAYMENT"); plus (3) an amount equal to the cash and cash equivalents of RC Ltd and RC Inc on hand as of the Closing Date (hereafter such amount is referred to as the "RC CASH"); plus (4) an amount equal to the accounts receivable of RC Inc and RC Ltd as of the Closing Date (hereafter referred to as the "RC ACCOUNTS RECEIVABLE"); plus (5) an amount equal to RC Inc's and RC Ltd's delivered cost for raw materials (including packaging materials) that are usable for the manufacture of current products which shall be estimated at Closing and which shall be deemed correct if not subjected to an audited inventory within twenty (20) business days after Closing (or as confirmed by such audited inventory if one is taken), such amount to be included as part of the Inventory Payment; less (6) the RC Accounts Payable (as defined in Section 3.3.2 below) as of the Closing Date, other than ten Business Days prior the liabilities under the equipment and real property leases disclosed on the schedules annexed to this Agreement (hereafter such other liabilities are referred to as the "Assumed Liabilities"); and less (7) the sum of One Hundred and Sixty Two Thousand U.S. Dollars ($162,000.00). ii. The Purchase Price shall also be decreased by an amount equal to the taxes on the net income, if any, of RC Inc and/or RC Ltd during the period from January 1, 1997 to the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the basis of the calculation of the Pre-Closing Date Value, which calculation and shall be as increased by the tax benefit derived from the net loss, if any, of RC Inc and/or RC Ltd during the month-end for the month that is two months prior period from January 1, 1997 to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b) No later than 120 days after the Closing Date, Sellers shall delivercomputed in either case by RC Inc's corporate tax rate at the combined federal and state level and by RC Ltd's corporate tax rate in Hong Kong and any other jurisdiction in which either RC Inc or RC Ltd is subject to taxation; in making such calculations, sums paid in 1997, if any, by RC Inc to employees of RC Inc or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation of the Closing Date Value, which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers RC Ltd on or prior to the later account of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationshipa). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten the Closing, the Company Shareholders shall prepare and deliver to Buyer a written report (the “Preliminary Closing Statement”), a copy of which is attached hereto as Exhibit 2.03(a), setting forth the Company’s estimates of the Purchase Price (the “Estimated Purchase Price”) and the components thereof, including Company Debt, Company Working Capital, the amount by which Company Working Capital exceeds or is less than Target Working Capital and the unpaid Transaction Expenses, each determined in accordance with this Agreement. The Preliminary Closing Statement shall be prepared in good faith and shall be certified by the Shareholders’ Representative to be a good faith estimate of all such items. (b) On the Closing Date, Buyer shall pay, or shall cause to be paid, the Estimated Purchase Price as follows: (i) an amount in cash equal to the Cash Escrow Amount, which shall be deposited into an escrow account (the “General Escrow Account”), which shall be established pursuant to the Escrow Agreement; (ii) an amount in cash equal to the Working Capital Escrow Amount, which shall be deposited into a second escrow account (the “Working Capital Escrow Account”), which shall be established pursuant to the Escrow Agreement; (iii) an amount in cash equal to the Company Shareholders’ Financial Advisor Fee, which shall be paid by wire transfer of immediately available funds to an account designated by the Shareholders’ Representative no later than two (2) Business Days prior to the Closing Date; (iv) an amount in cash to Zions First National Bank, Sellers shall delivern.a. equal to the principal and accrued interest owed on the note payable by the Principal Shareholders to Zions First National Bank, or cause to be delivered, to Buyer an unaudited schedule setting out n.a. (the “Zions Note”) in reasonable detail the basis satisfaction of the calculation Zions Note; (v) an amount in cash equal to the difference between (A) the Estimated Purchase Price and (B) the sum of (1) the Cash Escrow Amount, (2) the Working Capital Escrow Amount, (3) the Company Shareholders’ Financial Advisor Fee, (4) the principal and accrued interest owed on the Zions Note and (5) the principal amounts and accrued interest owed to the Company and Company Subsidiaries under all of the Pre-Closing Date ValueCompany Notes, which calculation shall be as deposited into the account designated by the Shareholders’ Representative on Schedule 2.03 of the month-end for Shareholder Disclosure Schedules; provided, that the month that is two months prior Shareholders’ Representative shall pay to each Company Shareholder, according to such Company Shareholder’s Ownership Percentage, a proportionate share of an amount equal to the month in which difference between (a) the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). Estimated Purchase Price and (b) No later than 120 days after the Closing Datesum of the Cash Escrow Amount, Sellers the Working Capital Escrow Amount, and the Company Shareholders’ Financial Advisor Fee; provided, further, that each such payment to a Company Shareholder shall deliverbe reduced by the amount of principal and accrued interest owed, or cause to be deliveredif any, to Buyer an unaudited schedule setting out in reasonable detail the calculation of Company or Company Subsidiary under each Company Note made by such Company Shareholder, as set forth on Annex A, and that the Closing Date Value, which calculation payment made to Xxxxx Xxxxx shall be as further reduced by the amount of principal and accrued interest owed on the Effective Time (the "Closing Date Value Calculation Schedule")Zions Note. (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt Upon completion of the Closing Date Value Calculation Schedule specifying payments described in reasonable detail Section 2.03(b)(iv), each Company Shareholder’s obligations under each Company Note of which such Company Shareholder is the amount, nature and basis of all disputed items, Buyer maker shall be deemed to have accepted and agreed to fully discharged. Buyer shall, after the Closing Date Value Calculation ScheduleClosing, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining cause the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute Company and the dispute involves either (i) Company Subsidiaries to abide by the mathematical calculation discharge of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not each Company Shareholder from liability under each Company Note as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions provided in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii2.03(c)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. In consideration of the sale, transfer, conveyance, assignment and delivery of the Purchased Assets at the Closing, Buyer shall pay or deliver to Sellers the following (the "Purchase Price"): (a) No later than ten Business Days (i) the aggregate amount of One Hundred Thirty-Six Million ($136,000,000) Dollars in immediately available funds; provided, however, if the Closing Date shall occur on or prior to December 31, 1997, an aggregate amount of Ten Million ($10,000,000) Dollars of such payment shall be deferred until, and be due and payable on, January 5, 1998 (the "Deferred Payment"). Buyer shall pay to Sellers the Deferred Payment by delivery at the Closing of Buyer's non-negotiable, non-transferable promissory notes, in the aggregate principal amount of the Deferred Payment, which promissory notes shall bear interest at the rate of five (5%) percent per annum and shall be secured by an irrevocable letter of credit issued by The Toronto-Dominion Bank or its affiliates or a national bank with capital and surplus in excess of $100,000,000 in an amount equal to the principal amount of the Deferred Payment, such letter of credit and promissory notes to be in form and substance reasonably satisfactory to Sellers; plus or minus (as the case may be) (ii) the aggregate Working Capital of Sellers as of the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail . As used herein "Working Capital" means the basis total of the calculation current assets (in determining Working Capital (A) the amount of the Pre-Closing Date Value, which calculation accounts receivable of each Seller shall be as computed in accordance with the provisions of Exhibit 3.03(b) annexed hereto and (B) any assets listed in Section 1.02 hereof which are not being purchased by Buyer shall be excluded) of all Sellers minus the total of the monthcurrent liabilities of all Sellers (other than current maturities of long-end for term indebtedness and all other liabilities of Sellers which are not being assumed by Buyer as set forth in Section 3.05 hereof), as such terms are used in accordance with generally accepted principles of accounting. If the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b) No later than 120 days after the Closing Date, aggregate Working Capital of Sellers shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail the calculation as of the Closing Date Value(A) is a positive number, which calculation the Purchase Price shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date increased by such amount, or (yB) is a negative number, the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer Purchase Price shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested reduced by such party provided that all such copies are treated confidentially by such party amount; and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.plus

Calculation of Purchase Price. (a) No later than ten Business Days prior The purchase price to be paid in consideration of the sale of the Assets to, and assumption of the Liabilities by, the Buyer shall equal the difference between (A) the outstanding balances and accrued interest on the Accounts as of the close of business on the Closing Date and (B) the sum of (i) the Premium, as defined below, (ii) the net book value of the Personal Property as of the close of business on the last day of the month immediately preceding the Closing Date, Sellers shall deliver(iii) the amount of Cash on Hand, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail (iv) the basis net book value of the calculation Account Loans (v) the net book value of the Pre-Closing Date ValueOverdraft Loans, which calculation shall be as (vi) the net book value of the month-end for Consumer Loans, and (vii) the month that is two months prior to net book value of the month in which the Effective Time occurs Commercial Loans (the "Pre-Closing Date Value Calculation SchedulePurchase Price"). . The Premium is an amount equal to (bi) No later than 120 $24,000,000 less (ii) $1,000,000 of Seller's Loan Loss Reserves, the result of which shall be adjusted ninety days after the Closing Date (the "Premium Adjustment Date") by (iii) the Premium Adjustment Amount. The "Premium Adjustment Amount" shall be the product of (i) a fraction the numerator of which is $23,000,000 and the denominator of which is the balance of the Accounts on the Closing Date, Sellers shall delivertimes (ii) the amount, or cause to be deliveredif any, to Buyer an unaudited schedule setting out in reasonable detail by which the calculation of aggregate Related Account balances on the Closing Date Valueexceed the aggregate Related Account balances on the Premium Adjustment Date; provided, however, that the Premium Adjustment Amount shall not be payable with respect to any Related Account which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written has repriced, or has sent notice to Sellers on or prior to the later of (x) the 165th day following Account holder about any potential repricing, between the Closing Date or (y) and the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) Premium Adjustment Date. In the event that the Purchase Price calculation in this subsection results in a positive number, Seller shall pay Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice Purchase Price. In the event the Purchase Price calculation in this subsection results in a negative number, Buyer shall pay Seller the absolute value of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship)Price. The findings payment formula referred to above is for the sole purpose of such firm, which will not exceed in amount determining the amount claimed to be paid and transferred by either party as the Seller to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to the Purchaser hereunder and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one constitute an allocation of the parties of its obligations under the Agreement; (ii) purchase price for any dispute the resolution of which requires the construction particular asset being transferred or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Valueliability being assumed. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.

Calculation of Purchase Price. (a) No later than ten For the purpose of determining the Closing Average Net Financial Debt, the Closing Average Net Working Capital, the Reference Closing Average Net Working Capital and, as a result thereof, the amount of the Purchase Price (to be calculated in accordance with Section 2.3(b)): (i) the Parties shall, within 30 days of the date hereof, instruct the Target’s auditing firm, i.e., Reconta Ernst & Young S.p.A. (the “Auditor”), by way of an engagement letter on behalf and in the interest of both the Parties, to carry out the following activities, with the relevant fees and expenses of the Auditor being borne equally by the Parties: a. upon written request of either of the Parties, calculate in accordance with the applicable Calculation Rules set forth in Schedule 1.1(a)(i), the Average Net Financial Debt, the Average Net Working Capital and the Reference Average Net Working Capital as at a reference date indicated by the relevant Party and deliver to the Parties, within 15 Business Days of such request, a statement setting forth the results of such calculation (such statement, the “Auditor Report”); b. be available to discuss with the Parties and/or their respective advisors the contents of the Auditor Report and provide any clarifications and explanations reasonably requested by the Parties and their respective advisors in relation thereto; c. following the Auditor’s receipt of a written notice by either Party informing the Auditor of the contemplated Closing Date, calculate, as of a date falling 10 Business Days prior to such Closing Date, the Closing Average Net Financial Debt, the Closing Average Net Working Capital and the Reference Closing Average Net Working Capital in accordance with the Calculation Rules set forth in Schedule 1.1(a)(i) and timely prepare, issue and deliver to the Parties on the date falling 5 Business Days before the Closing Date, Sellers a written certificate (the “Closing Certificate”) setting forth the Auditor’s determination of (w) the Closing Average Net Financial Debt calculated in accordance with the Calculation Rules set forth in Schedule 1.1(a)(i), (x) the Closing Average Net Working Capital, calculated in accordance with the Calculation Rules set forth in Schedule 1.1(a)(i), (y) the Reference Closing Average Net Working Capital, calculated in accordance with the Calculation Rules set forth in Schedule 1.1(a)(i), and (z) the resulting amount of the Purchase Price calculated in accordance with Section 2.3(b). The Auditor shall deliveract as a technical expert (perito contrattuale) but not as an arbitrator (arbitratore) and shall make a determination of the three above items based on its technical expertise, or cause strictly based on the Calculation Rules set forth in Schedule 1.1.(a)(i) and, as for the Purchase Price, the provisions of Section 2.3(b). The determinations by the Auditor set forth in the Closing Certificate shall be final, conclusive and binding upon the Seller and the Purchaser, except in the event of a mathematical error; (ii) the Seller shall (A) procure that the Auditor is provided with all relevant information and is granted regular access to all relevant books, records, and other relevant documentation of the Group Companies and to the relevant personnel of the Group Companies as necessary for the Auditor in order to carry out its tasks as contemplated in the preceding clauses and (B) cooperate with the Auditor in connection with all of the above and comply with all reasonable requests made by the Auditor in connection with the carrying out of its duties in accordance with the terms of the Auditor’s instructions; (iii) the Seller shall keep the Purchaser and its advisors regularly informed of the activities of the Auditor and procure that the Purchaser and its advisors, upon reasonable request, are granted access to any relevant information and documentation necessary for them to be delivered, able to Buyer an unaudited schedule setting out in reasonable detail examine and review the basis contents of the calculation of Periodic Reports and discuss the Pre-Closing Date Valuesame with the Auditor and the Purchaser, which calculation shall be as of the month-end for the month that is two months prior to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule")case may be. (b) No later than 120 days after The Purchase Price payable by the Purchaser to the Seller at the Closing Datepursuant to Section 5.2(b)(i) shall be equal to the Provisional Purchase Price plus the Adjustment Amount (it being understood, Sellers for the avoidance of doubt, that if the Adjustment Amount is a negative number, such number shall deliver, or cause to be delivered, to Buyer an unaudited schedule setting out in reasonable detail deducted from the calculation Provisional Purchase Price). “Adjustment Amount” means the result of the Closing Date Value, which calculation shall be as of the Effective Time (the "Closing Date Value Calculation Schedule"). (c) Unless Buyer delivers written notice to Sellers on or prior to the later of (x) the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item on the Closing Date Value Calculation Schedule within 45 days of notice of the dispute and the dispute involves either (i) the mathematical calculation of the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other matters) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.calculation:

Calculation of Purchase Price. (aThe first sentence of Section 1.7(c) No later than ten Business Days prior to of ----------------------------- the Closing DatePurchase Agreement provides that the Purchase Price will be calculated, Sellers shall deliveras provided in Section 1.7(b), or cause to be deliveredon the close of business on Saturday immediately preceding Closing. The parties hereto agree that, to Buyer an unaudited schedule setting out in reasonable detail notwithstanding the basis first sentence of Section 1.7(c), the calculation of the Pre-Closing Date Value, which calculation Purchase Price under Section 1.7(b) of the Agreement shall be made initially as of the month-end for close of business on the month Saturday immediately preceding the execution of this Escrow Agreement ("Purchase Price Calculation Date"). The parties hereto further agree that is two months prior the date of Closing and the Closing as used throughout the Purchase Agreement shall mean in all respects the date that (i) Purchaser pays the cash Purchase Price less the Escrow Funds to Sellers and (ii) the Escrow Agents, as hereinafter defined, disburse the Escrow Funds to the month in which the Effective Time occurs (the "Pre-Closing Date Value Calculation Schedule"). (b) No later than 120 days after Sellers and the Closing DateDocuments, Sellers shall deliver, or cause to be deliveredas hereinafter defined, to Buyer an unaudited schedule setting out the parties, in reasonable detail accordance with the calculation terms of this Agreement, upon the satisfaction of the Closing Date ValueConditions, which calculation as hereinafter defined. As of the date of this Escrow Agreement, all closing conditions to the Purchase Agreement, other than as identified in Paragraph 5, have been satisfied. The parties further agree that the market value of the Consideration Stock, as defined in the Purchase Agreement, shall be determined by using the closing price of Purchaser's Common Stock on the NASDAQ National Market on the day this Agreement is executed ("Per Share Price"), notwithstanding the provisions of Section 1.7(a)(ii) of the Purchase Agreement regarding valuation of the Consideration Stock. The parties also agree that the exercise price of the Warrants, as defined in the Purchase Agreement, shall be the Per Share Price. The parties acknowledge that as of the Effective Time date hereof R & A Xxxxxx, Inc. ("Company") has among its liabilities certain accounts payables its owes its Stockholders in the "Closing Date Value Calculation Schedule"). approximate amount of Seven Hundred and Fifty Thousand (c$750,000) Unless Buyer delivers written notice to Sellers on or prior Dollars and an unfunded pension and profit plan liability of approximately Three Hundred Thirty Thousand ($330,000) Dollars. The actual accounts payables to the later of (x) Stockholders and the 165th day following the Closing Date or (y) the 45th day after Buyer's receipt unfunded pension and profit plan liabilities of the Closing Date Value Calculation Schedule specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the Closing Date Value Calculation Schedule, and such Closing Date Value Calculation Schedule shall be deemed conclusive for purposes of determining the Final Purchase Price. (d) In the event that Buyer and Sellers are unable to agree with respect to any item Company on the Closing Date Value Calculation Schedule within 45 days of notice of shall be funded to the dispute Company by the Purchaser and paid by the dispute involves either (i) the mathematical calculation of Company on the Closing Date Value or the Final Purchase Price or (ii) the appropriate accounting treatment of any asset or liability, or item of income or expense, that affects the calculation and such amounts owed prior to payment are liabilities of the Closing Date ValueCompany and shall reduce the Purchase Price, then Buyer and Sellers will mutually agree to an independent public accounting firm, which will make a determination of such dispute (but not as to any other mattersset forth in Section 1.7(b)(i) based solely upon not more than two rounds of presentations by Buyer and Sellers, and not by independent review. If Buyer and Sellers are unable to agree on the choice of the independent accounting firm, the firm will be Ernst & Young LLP unless at such time either Buyer or Sellers has a primary audit relationship with Ernst & Young LLP, in which case a "big-five" accounting firm (or successor thereof) selected by lot (after excluding any firm with which either Buyer or Sellers have a primary audit relationship). The findings of such firm, which will not exceed in amount the amount claimed by either party as to any matter in dispute, shall be conclusive and binding upon Buyer and Sellers for purposes of this Purchase Agreement. The fees and expenses of such firm will be borne 50% by Sellers and 50% by Buyer. The provisions in this Section 2.04(d) relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under the Agreement; (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement or (iii) any other dispute other than (in the case of this clause (iii)) a dispute related to the mathematical calculation of the Closing Date Value or the Final Purchase Price or the accounting treatment of any asset or liability, or item of income or expense, that affects the calculation of the Closing Date Value. (e) Buyer and Sellers agree that, in addition to their respective obligations under Section 5.02(d), prior to the Settlement Date, each of them and their attorneys, accountants, officers and other authorized representatives (collectively, "Representatives") shall have any and all reasonable access that they each reasonably believe is necessary to the books and records of the Business, the Purchased Assets and the Assumed Liabilities to the extent they relate to the calculations required or any dispute under this Section 2.04 (and shall permit such Representatives to examine and copy such books and records to the extent requested by such party provided that all such copies are treated confidentially by such party and are only used for such purposes described in this Section 2.04), and shall cause their respective officers and employees to furnish all information requested by, and otherwise cooperate with each other with respect to access to any books, records, information or other documents related to the calculations required by, or any dispute under this Section 2.04.