Common use of Determination of Purchase Price Clause in Contracts

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. The Buyer may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the Purchase Price of any SEF eligible for purchase under the Receivables has been determined Purchase Option. The Parties shall use commercially reasonable efforts to determine the Purchase Price by mutual agreement within sixty (60) days after Buyer’s request for a Purchase Price determination. If the Seller and represents Parties have not agreed on the Purchase Price within thirty (60) days after Buyer’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value thereof, after due consideration has been given to the nature of the ReceivableSEF being purchased on the date of purchase, as determined by an independent appraiser retained by the probability Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the Termination Payment that would be due from Buyer to Seller if the Site Specific PPA was terminated due to Buyer Event of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving Default at the Purchase PriceOption Date. The Independent Appraiser shall be an individual who is a member of a national accounting, consideration has been given engineering or energy consulting firm qualified by education, experience, and training to services rendered determine the value of solar generating facilities of the size and services that will be rendered in the future by Catalyst in connection age and with the credit investigations operational characteristics of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts SEF being purchased, and the assumption of certain credit riskswho specifically has prior experience valuing solar energy generating facilities. The parties hereto acknowledge that Independent Appraiser shall be reasonably acceptable to Seller. Except as may be otherwise agreed by the purchase Parties, the Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of the Receivables by Catalyst constitutes an outright conveyance by Seller to CatalystParties or their respective affiliates. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest The fair market value assessment of the Seller have been conveyed to Catalyst SEF being purchased shall consider, among other things, the income and such transaction is not subject to savings associated with the SEF for the remaining portion of the Term, and the SEF’s past and projected performance. The Independent Appraiser shall make a security interest in the Receivables and determination of the Purchase Price paid within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the Independent Appraiser shall provide a written notice thereof to both Seller and Buyer, along with all supporting documentation detailing the method of calculation of the Purchase Price. Except in the event of fraud or manifest error, the Price Determination shall be a final and binding determination of the fair market value. If Buyer wishes to exercise the Purchase Option following the Price Determination, it shall deliver an exercise notice to Seller by Catalyst constitutes consideration for the acquisition within thirty (30) days of receipt of the Receivables and under no circumstances Price Determination (the “Exercise Period”). Any such exercise notice shall be construed as a loan and no consideration herein set forth is for irrevocable once delivered. If Buyer does not exercise the usePurchase Option during the Exercise Period, forbearance or detention of money. Nothing contained herein then the Price Determination shall be construed as to require the payment of interest; howevernull and void, should and Buyer may not request a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess new determination of the maximum amount permitted Purchase Price until the next Purchase Option Date. Each Price Determination by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law an Independent Appraiser shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. AlsoBuyer’s expense, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto provided that in the construction and interpretation of this Agreementevent Buyer exercises the Purchase Option, the foregoing sentence applicable Price Determination shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameat Seller’s expense.

Determination of Purchase Price. (a) The Purchase Price purchase price for the JBD Shares purchased by the Corporation from Taylor upon the happening of a Trigxxxxxx Event shall be the net book value of the Receivables has been JBD Shares as of the date of the Triggering Event (as determined by the Seller and represents in accordance with generally accepted accounting principles consistently applied), adjusted to reflect the fair market value thereof, after due consideration has been given to (rather than the nature book value) of the ReceivableJBD Real Estate on the date of the Triggering Event assuming, for purposes of determining such fair market value, the probability existence of prompt collection thereof, a remaining five-year lease period by the credit worthiness Corporation at the then-current rental amount and terms (irrespective of the Account Debtor, the payment history actual remaining lease period of the Account Debtor lease that may then be in effect) with respect to each parcel of the JBD Real Estate. (b) The fair market value of the JBD Real Estate as of the date of a Triggering Event shall be an amount as mutually agreed by the Corporation and other economical factors relative Taylor, or if they are unable to xx xxxee such fair market value shall be determined by the Receivablesappraisal process described in Sections 4(c) and 4(d). (c) If the Corporation and Taylor are unable to reach xgreement regarding the fair market value of the JBD Real Estate within twenty (20) days following the occurrence of the Triggering Event, they may select, by mutual agreement, a qualified appraiser or appraisers to determine such fair market value. FurtherIf they have not agreed on the selection of such appraiser or appraisers within thirty (30) days following the occurrence of the Triggering Event, then at any time following the expiration of such thirty (30) day period the independent auditor of the Corporation may be requested by either the Corporation or Taylor to select, and shall promptxx xxxect and engage on behalf of the Corporation, one or more independent appraisers which, in arriving at such auditor's professional judgment, possesses suitable qualifications and expertise to appraise the Purchase Price, consideration has been given fair market value of the JBD Real Estate. (d) An appraiser or appraisers selected as provided herein shall be requested to services rendered complete such appraisal as promptly as is practicable and services that will be rendered in to provide a report of such appraisal to both the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, Corporation and the assumption of certain credit risksTaylor. The parties hereto acknowledge that fair market value of txx XXX Real Estate, as determined, as the purchase case may be, by the mutual agreement of the Receivables Corporation and Taylor, by Catalyst constitutes an outright conveyance the appraiser or appraisxxx xelected by Seller to Catalyst. Nothing contained hereinthe Corporation and Taylor, nor any course of dealing in or by the futureappraiser or appxxxxxxs selected by the Corporation's independent auditors, shall be construed to be anything other than an outright purchase and sale of such Receivablesbinding on all parties. All rights, title fees and interest costs associated with the appraisal of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances JBD Real Estate shall be construed as a loan and no consideration herein set forth is for paid by the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameCorporation.

Determination of Purchase Price. As soon as reasonably practicable and in any event within sixty (60) days following the Closing Date, the Purchaser shall cause the Company to prepare and deliver to the Seller a statement setting forth the Purchaser's calculation (the "Final Purchase Price Calculation") of the Purchase Price, including (i) the actual amount of Working Capital as of the Closing, (ii) the actual amount by which the value of the Working Gas on the Closing differs from the value of the Working Gas on the date hereof and (iii) the actual amount by which the value of the Pipeline Imbalances at the Closing differs from the value of the Pipeline Imbalances on the date hereof and, if the Purchase Price differs from the Estimated Purchase Price, the reasons therefor in reasonable detail. The Final Purchase Price Calculation shall contain sufficient detail to enable the Seller to relate the calculations contained therein to the books and records of the Company and its subsidiaries. The Purchaser shall cause the Company to make available to the Seller all information in the possession of the Company and its subsidiaries reasonably required for the Seller to verify whether the Final Purchase Price Calculation is correct. Within forty-five (45) days following the delivery of the Final Purchase Price Calculation, the Seller shall notify the Purchaser whether it agrees with the Final Purchase Price Calculation; PROVIDED, HOWEVER, that, if the Seller shall fail so to notify the Purchaser within such forty-five (45) day period, it shall be deemed to have agreed with the Final Purchase Price Calculation. If the Seller shall disagree with the Final Purchase Price Calculation, the Seller and the Purchaser shall endeavor in good faith to agree on the Purchase Price but, if they shall not agree within thirty (30) days following the Seller's notice to the Purchaser, either the Purchaser or the Seller may cause the issues in dispute to be referred for resolution to a nationally recognized firm of independent public accountants as the Purchaser and the Seller may mutually designate, and the Seller and the Purchaser shall cooperate, and the Purchaser shall cause the Company and its subsidiary to cooperate, with such firm of independent public accountants by making available to that firm such information, books and records and such personnel as such firm may reasonably request. The costs of such firm of independent public accountants shall be borne equally by the Purchaser and the Seller. The Purchaser and the Seller shall use all commercially reasonable efforts to cause such firm of independent public accountants to examine the books and records of the Company and its subsidiaries, as well as any other information that such firm may reasonably conclude is necessary to make such determination, and to make a determination with respect to such issues within sixty (60) days following the date such issues are referred to them. Any such determination shall be final and binding on the Purchaser and the Seller and may be enforced by appropriate judicial or other proceedings. The Purchase Price of the Receivables has been determined shall then be calculated by the Seller and represents the fair market value thereof, after due consideration has been given Purchaser based on those matters as to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, which they are in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, agreement and the assumption of certain credit risks. The parties hereto acknowledge that determination by the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed independent public accountants as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained hereinthose matters, if any, as to which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding they did not agree. If the maximum rate of interest permitted Purchase Price as so determined (whether by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention agreement of the parties hereto that or determination by accountants) shall exceed the Estimated Purchase Price, the Purchaser shall pay the Seller the amount of such excess plus interest thereon from the Closing Date until paid at the "Prime rate" as published in the construction and interpretation WALL STREET JOURNAL on the day before the day of this Agreementpayment, but, if the Final Purchase Price as so determined shall be less than the Estimated Purchase Price, the foregoing sentence Seller shall pay the Purchaser the amount of such shortfall plus interest thereon from the Closing Date until paid at the Prime rate as published in the WALL STREET JOURNAL on the day before the day of payment, such payment in either case to be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with samemade within five (5) days following the final determination of the Purchase Price.

Determination of Purchase Price. Purchaser may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the purchase price under the Purchase Option (the “Purchase Price”). The Parties shall attempt to determine the Purchase Price of by mutual agreement. If the Receivables has been determined by Parties have not agreed on the Seller and represents Purchase Price within thirty (30) days after Purchaser’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value thereof, after due consideration has been given to the nature of the ReceivableSystem, as determined by an independent appraiser retained by the Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the applicable amount set forth on Exhibit E. The Independent Appraiser shall be an individual who is a member of a national accounting, engineering or energy consulting firm qualified by education, experience, and training to determine the value of solar generating facilities of the size and age and with the operational characteristics of the System, and who specifically has prior experience valuing solar energy generating facilities. The Independent Appraiser shall be reasonably acceptable to both Parties. Except as may be otherwise agreed by the Parties, the probability Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of prompt collection thereofthe Parties or their respective affiliates. The fair market value assessment of the System shall consider, among other things, the credit worthiness income and savings associated with the System for the remaining portion of the Account DebtorContract Term, and the System’s past and projected performance. The Independent Appraiser shall make a determination of the Purchase Price within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the payment history Independent Appraiser shall provide a written notice thereof to both Seller and Purchaser, along with all supporting documentation detailing the method of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at calculation of the Purchase Price, consideration has been given to services rendered and services that will be rendered . Except in the future by Catalyst in connection with event of fraud or manifest error, the credit investigations Price Determination shall be a final and binding determination of Account Debtorsthe fair market value. If Purchaser wishes to exercise the Purchase Option following the Price Determination, supervising it shall deliver an exercise notice to Seller within ten (10) days of receipt of the ledgering of accounts purchasedPrice Determination (the “Exercise Period”). Any such exercise notice shall be irrevocable once delivered. If Purchaser does not exercise the Purchase Option during the Exercise Period, supervising then the collection of accounts purchasedPrice Determination shall be null and void, and the assumption Purchaser may not request a new determination of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller until the next Purchase Option Date. Each Price Determination by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances an Independent Appraiser shall be construed as a loan and no consideration herein set forth is for the useat Purchaser’s expense, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto provided that in the construction and interpretation of this Agreementevent Purchaser exercises the Purchase Option, the foregoing sentence applicable Price Determination shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameat Seller’s expense.

Determination of Purchase Price. The If the Employee quits his employment with Samlex for any reason other than: (a) a court, having jurisdiction, determining that circumstances have occurred which amount in law to a constructive dismissal of the Employee by Samlex; or (b) the death or the Total Disability of the Employee where the result of any such Total Disability results in the Employee being unable to perform or carry out his duties under this Agreement for a consecutive period of not less than one hundred and twenty (120) days (“Total Disability” shall have the meaning ascribed to it in any disability insurance policy purchased or obtained by Samlex with respect to the Employee or obtained directly by the Employee. A determination by the insurer under any such disability insurance policy that the Employee is and has been “totally disabled” in accordance with such disability insurance policy shall be conclusive and binding upon the parties hereto), and notifies Samlex of his quitting on or before August 31, 2006, the Purchase Price of for the Receivables has been determined by Subject Shares shall be Ten ($0.10) cents for each such share. Otherwise, the Seller and represents Purchase Price shall be the fair market value thereofof the Subject Shares as of the date of delivery of the Notice to Samlex. In determining the fair market value of the Subject Shares, after due consideration has been given there shall be no minority discount or majority premium and the value of the Subject Shares shall be their pro-rated share of the value of all issued shares of the same class or classes. If the parties cannot reach agreement as to the nature fair market value of the ReceivableSubject Shares, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative then both parties shall attempt to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed reach agreement as to require having the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law fair market value determined by an independent valuator agreeable to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by lawboth parties. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention Each of the parties hereto that in shall equally share the construction and interpretation costs of this Agreementsuch independent valuator. If either party is not happy with the independent valuator’s determination of the fair market value of the Subject Shares, then the foregoing sentence determination of the fair market value of the Subject Shares shall be given precedence over resolved by arbitration before a single arbitrator appointed pursuant to the Commercial Arbitration Act of British Columbia with the cost of such arbitration to be shared equally between the parties. The decision of any other agreement, condition, or stipulation herein contained which is in conflict with samearbitrator shall be binding upon the parties.

Determination of Purchase Price. The Buyer may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the Purchase Price of any SEF eligible for purchase under the Receivables has been determined Purchase Option. The Parties shall use commercially reasonable efforts to determine the Purchase Price by mutual agreement within sixty (60) days after Xxxxx’s request for a Purchase Price determination. If the Seller and represents Parties have not agreed on the Purchase Price within thirty (60) days after Buyer’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value thereof, after due consideration has been given to the nature of the ReceivableSEF being purchased on the date of purchase, as determined by an independent appraiser retained by the probability Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the Termination Payment that would be due from Buyer to Seller if the Site Specific PPA was terminated due to Buyer Event of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving Default at the Purchase PriceOption Date. The Independent Appraiser shall be an individual who is a member of a national accounting, consideration has been given engineering or energy consulting firm qualified by education, experience, and training to services rendered determine the value of solar generating facilities of the size and services that will be rendered in the future by Catalyst in connection age and with the credit investigations operational characteristics of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts SEF being purchased, and the assumption of certain credit riskswho specifically has prior experience valuing solar energy generating facilities. The parties hereto acknowledge that Independent Appraiser shall be reasonably acceptable to Seller. Except as may be otherwise agreed by the purchase Parties, the Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of the Receivables by Catalyst constitutes an outright conveyance by Seller to CatalystParties or their respective affiliates. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest The fair market value assessment of the Seller have been conveyed to Catalyst SEF being purchased shall consider, among other things, the income and such transaction is not subject to savings associated with the SEF for the remaining portion of the Term, and the SEF’s past and projected performance. The Independent Appraiser shall make a security interest in the Receivables and determination of the Purchase Price paid within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the Independent Appraiser shall provide a written notice thereof to both Seller and Xxxxx, along with all supporting documentation detailing the method of calculation of the Purchase Price. Except in the event of fraud or manifest error, the Price Determination shall be a final and binding determination of the fair market value. If Buyer wishes to exercise the Purchase Option following the Price Determination, it shall deliver an exercise notice to Seller by Catalyst constitutes consideration for the acquisition within thirty (30) days of receipt of the Receivables and under no circumstances Price Determination (the “Exercise Period”). Any such exercise notice shall be construed as a loan and no consideration herein set forth is for irrevocable once delivered. If Buyer does not exercise the usePurchase Option during the Exercise Period, forbearance or detention of money. Nothing contained herein then the Price Determination shall be construed as to require the payment of interest; howevernull and void, should and Buyer may not request a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess new determination of the maximum amount permitted Purchase Price until the next Purchase Option Date. Each Price Determination by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law an Independent Appraiser shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. AlsoBuyer’s expense, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto provided that in the construction and interpretation of this Agreementevent Buyer exercises the Purchase Option, the foregoing sentence applicable Price Determination shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameat Seller’s expense.

Determination of Purchase Price. The Purchase Price As soon as practicable after the Closing, but in no event later than thirty (30) days after the Closing Date, Xxxxxxx shall calculate the Tangible Net Book Value as of the Receivables has been determined by the Seller Closing Date and represents the fair market value thereof, after due consideration has been given prepare and deliver to the nature SAIC a statement setting forth a detailed calculation of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables Tangible Net Book Value and the Purchase Price paid ("PURCHASE PRICE STATEMENT") and all supporting schedules (as previously identified by SAIC to Seller by Catalyst constitutes consideration for the acquisition Xxxxxxx). SAIC then shall have sixty (60) days following receipt of the Receivables and under no circumstances Purchase Price Statement to give Xxxxxxx written notice of its objection to any item or calculation contained in the Purchase Price Statement ("PURCHASE PRICE STATEMENT OBJECTION NOTICE"). If SAIC does not deliver to Xxxxxxx a Purchase Price Statement Objection Notice within such sixty (60)-day period, such Purchase Price Statement shall be construed deemed final and conclusive with respect to the determination of the Tangible Net Book Value and the Purchase Price and shall be binding on the parties for such purpose. If, however, SAIC delivers to Xxxxxxx a Purchase Price Statement Objection Notice, the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve SAIC's objections within thirty (30) days following such objections, the parties promptly shall refer such objections and Xxxxxxx'x responses thereto to the Independent Accountant for review, and the Independent Accountant shall (x) resolve all such objections, (y) make any necessary revisions to the Purchase Price Statement, and (z) deliver the Purchase Price Statement (as a loan so revised, if applicable) to SAIC and no consideration herein Xxxxxxx within fifteen (15) days after receiving written instructions to resolve all objections set forth is for therein. The parties shall make available to the useIndependent Accountant such books, forbearance records and supporting documentation as the Independent Accountant deems reasonably necessary to make its determination. The Independent Accountant may evaluate only items or detention of moneymatters identified in the Purchase Price Statement Objection Notice, and the Independent Accountant's findings shall not exceed the amount claimed by either party with respect thereto. Nothing contained herein The Purchase Price Statement as finalized by the Independent Accountant shall be construed as deemed final and conclusive with respect to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to Tangible Net Book Value and the Purchase Price and shall be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess binding on SAIC and Xxxxxxx for such purposes. The fees and expenses of the maximum amount permitted Independent Accountant in resolving all such objections shall be borne one-half by lawSAIC, on the one hand, and all agreementsone-half by Xxxxxxx, conditions, or stipulations contained herein, if any, on the other hand (which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding be satisfied by offset against the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameHoldback Amount).

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given (a) No later than 15 days prior to the nature Closing Date, Aquila will prepare and deliver to Westar a good faith estimate of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid (such estimated Purchase Price being referred to Seller by Catalyst constitutes consideration for herein as the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money“Closing Payment Amount”). Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that Notwithstanding any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation other provision of this Agreement, for purposes of determining the Purchase Price under this Agreement, the estimated Net Plant at Closing and the estimated Closing SO2 Payable Amount included in the calculation of the Closing Payment Amount will be final as between Aquila and the Westar Entities and will not be subject to adjustment after Closing pursuant to the remaining provisions of this Section 3.2. The foregoing sentence shall be given precedence over any other agreement, conditionnot limit the rights and obligations of Aquila and MKEC with respect to the JEC Net Plant True-Up Amount under (and as defined in) the Sale Agreement, or stipulation herein contained which is the rights and obligations of MKEC and Westar with respect to the difference between the Closing SO2 Payable Amount and the Total SO2 Payable Amount as provided in conflict Section 3.4 hereof. (b) Within 90 days after the Closing Date, Aquila will prepare and deliver to Westar a statement (the “Post-Closing Adjustment Statement”) that reflects Aquila’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount; provided, however, that the Net Plant at Closing included in such calculation shall, for purposes of this Agreement, be equal to the estimated Net Plant at Closing included in the calculation of the Closing Payment Amount pursuant to Section 3.2(a) hereof. In addition, Aquila will provide Westar with samesupporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Westar agrees to cooperate with Aquila in connection with Aquila’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Aquila with access to its books, records, information, and employees as Aquila may reasonably request. (c) The amounts determined by Aquila as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 30 days after Aquila has delivered the Post-Closing Adjustment Statement Westar notifies Aquila of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Westar (an KC-1404218-7

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given (a) No later than five (5) Business Days prior to the nature Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Buyer of such estimate, Buyer may in good faith object in writing to services rendered and services that will be rendered Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith by negotiation prior to the Closing Date; provided that, in the future by Catalyst event the Parties are unable to reconcile their differences, Xxxxxx’s estimate of the Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Purchase Price, calculated in good faith in accordance with Appendix A, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”). Seller agrees that Buyer shall have a reasonable right of consultation with Seller in connection with Xxxxxx’s preparation of the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedPost-Closing Adjustment Statement and related information, and will provide Buyer with access to its books, records, information, and employees as Buyer may reasonably request. In the assumption of certain credit risks. The parties hereto acknowledge event that Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the purchase preparation of the Receivables by Catalyst constitutes an outright conveyance Post- Closing Adjustment Statement, the Parties will attempt in good faith to resolve such objection or disagreement prior to delivery of the Post-Closing Adjustment Statement by Seller to CatalystBuyer. Nothing contained herein, nor No action or inaction by Buyer under this Section 3.2(b) shall prejudice any course rights of dealing Buyer under Section 3.2(c) or otherwise. (c) The amounts determined by Seller as set forth in the futurePost-Closing Adjustment Statement will be final, shall be construed binding, and conclusive for all purposes unless, and only to be anything other than the extent, that within thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an outright purchase and sale “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such Receivables. All rightsdisagreement, title and interest Xxxxx’s position with respect to such disputed item; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected on the Post-Closing Adjustment Statement not being calculated in accordance Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller have been conveyed and Buyer will submit any items remaining in dispute for determination and resolution to Catalyst and such transaction is not subject the Independent Accounting Firm, which will be instructed to a security interest determine in accordance with the accounting principles used in the Receivables preparation of the Division Balance Sheets and Division Income Statements, as appropriate depending on the item at issue, and report to the Parties, within thirty (30) days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer so that Xxxxx’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Xxxxx (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Section 3.2(c) or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. Any amount paid to Seller by Catalyst constitutes consideration under this Section 3.2(e) will be paid with interest for the acquisition period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date. Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Receivables and under no circumstances Final Purchase Price nor any payment thereof shall be construed as a loan and no consideration herein set forth is for the use, forbearance deemed to waive or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may limit in any event respect any representation or contingency whatsoever operate to bind, obligate, warranty or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or rights in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of respect thereof under this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given (a) No later than five (5) Business Days prior to the nature Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Buyer of such estimate, Buyer may in good faith object in writing to services rendered and services that will be rendered Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith by negotiation prior to the Closing Date; provided that, in the future by Catalyst event the Parties are unable to reconcile their differences, Seller’s estimate of the Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Purchase Price, calculated in good faith in accordance with Appendix A, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”). Seller agrees that Buyer shall have a reasonable right of consultation with Seller in connection with Seller’s preparation of the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedPost-Closing Adjustment Statement and related information, and will provide Buyer with access to its books, records, information, and employees as Buyer may reasonably request. In the assumption of certain credit risks. The parties hereto acknowledge event that Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the purchase preparation of the Receivables by Catalyst constitutes an outright conveyance Post-Closing Adjustment Statement, the Parties will attempt in good faith to resolve such objection or disagreement prior to delivery of the Post-Closing Adjustment Statement by Seller to CatalystBuyer. Nothing contained herein, nor No action or inaction by Buyer under this Section 3.2(b) shall prejudice any course rights of dealing Buyer under Section 3.2(c) or otherwise. (c) The amounts determined by Seller as set forth in the futurePost-Closing Adjustment Statement will be final, shall be construed binding, and conclusive for all purposes unless, and only to be anything other than the extent, that within thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an outright purchase and sale “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such Receivables. All rightsdisagreement, title and interest Buyer’s position with respect to such disputed item; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected in the Post-Closing Adjustment Statement not being calculated in accordance with Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller have been conveyed and Buyer will submit any items remaining in dispute for determination and resolution to Catalyst the Independent Accounting Firm. The Independent Accounting Firm will be instructed to determine and resolve any such transaction is not subject to a security interest remaining disputed items in accordance with the accounting principles used in the Receivables preparation of the Division Balance Sheets and Division Income Statements, as appropriate depending on the item at issue, and report to the Parties, within thirty (30) days after such submission, of the Independent Accounting Firm’s determination and resolution. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Section 3.2(c) or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. Any amount paid to Seller by Catalyst constitutes consideration under this Section 3.2(e) will be paid with interest for the acquisition period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date. Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Receivables and under no circumstances Final Purchase Price nor any payment thereof shall be construed as a loan and no consideration herein set forth is for the use, forbearance deemed to waive or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may limit in any event respect any representation or contingency whatsoever operate to bind, obligate, warranty or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or rights in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of respect thereof under this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given (a) No later than five (5) Business Days prior to the nature Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Xxxxx of such estimate, Buyer may in good faith object in writing to services rendered and services that will be rendered Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith by negotiation prior to the Closing Date; provided that, in the future by Catalyst event the Parties are unable to reconcile their differences, Xxxxxx’s estimate of the Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Purchase Price, calculated in good faith in accordance with Appendix A, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”). Seller agrees that Buyer shall have a reasonable right of consultation with Seller in connection with Xxxxxx’s preparation of the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedPost-Closing Adjustment Statement and related information, and will provide Buyer with access to its books, records, information, and employees as Buyer may reasonably request. In the assumption of certain credit risks. The parties hereto acknowledge event that Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the purchase preparation of the Receivables by Catalyst constitutes an outright conveyance Post-Closing Adjustment Statement, the Parties will attempt in good faith to resolve such objection or disagreement prior to delivery of the Post-Closing Adjustment Statement by Seller to CatalystBuyer. Nothing contained herein, nor No action or inaction by Buyer under this Section 3.2(b) shall prejudice any course rights of dealing Buyer under Section 3.2(c) or otherwise. (c) The amounts determined by Seller as set forth in the futurePost-Closing Adjustment Statement will be final, shall be construed binding, and conclusive for all purposes unless, and only to be anything other than the extent, that within thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an outright purchase and sale “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such Receivables. All rightsdisagreement, title and interest Xxxxx’s position with respect to such disputed item; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected in the Post-Closing Adjustment Statement not being calculated in accordance with Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller have been conveyed and Buyer will submit any items remaining in dispute for determination and resolution to Catalyst the Independent Accounting Firm. The Independent Accounting Firm will be instructed to determine and resolve any such transaction is not subject to a security interest remaining disputed items in accordance with the accounting principles used in the Receivables preparation of the Division Balance Sheets and Division Income Statements, as appropriate depending on the item at issue, and report to the Parties, within thirty (30) days after such submission, of the Independent Accounting Firm’s determination and resolution. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Xxxxx (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Section 3.2(c) or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. Any amount paid to Seller by Catalyst constitutes consideration under this Section 3.2(e) will be paid with interest for the acquisition period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date. Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Receivables and under no circumstances Final Purchase Price nor any payment thereof shall be construed as a loan and no consideration herein set forth is for the use, forbearance deemed to waive or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may limit in any event respect any representation or contingency whatsoever operate to bind, obligate, warranty or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or rights in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of respect thereof under this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given (a) No later than five (5) Business Days prior to the nature Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Buyer of such estimate, Buyer may in good faith object in writing to services rendered and services that will be rendered Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith by negotiation prior to the Closing Date; provided that, in the future by Catalyst event the Parties are unable to reconcile their differences, Seller’s estimate of the Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Purchase Price, calculated in good faith in accordance with Appendix A, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”). Seller agrees that Buyer shall have a reasonable right of consultation with Seller in connection with Seller’s preparation of the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedPost-Closing Adjustment Statement and related information, and will provide Buyer with access to its books, records, information, and employees as Buyer may reasonably request. In the assumption of certain credit risks. The parties hereto acknowledge event that Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the purchase preparation of the Receivables by Catalyst constitutes an outright conveyance Post-Closing Adjustment Statement, the Parties will attempt in good faith to resolve such objection or disagreement prior to delivery of the Post-Closing Adjustment Statement by Seller to CatalystBuyer. Nothing contained herein, nor No action or inaction by Buyer under this Section 3.2(b) shall prejudice any course rights of dealing Buyer under Section 3.2(c) or otherwise. (c) The amounts determined by Seller as set forth in the futurePost-Closing Adjustment Statement will be final, shall be construed binding, and conclusive for all purposes unless, and only to be anything other than the extent, that within thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an outright purchase and sale “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such Receivables. All rightsdisagreement, title and interest Buyer’s position with respect to such disputed item; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected on the Post-Closing Adjustment Statement not being calculated in accordance Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller have been conveyed and Buyer will submit any items remaining in dispute for determination and resolution to Catalyst and such transaction is not subject the Independent Accounting Firm, which will be instructed to a security interest determine in accordance with the accounting principles used in the Receivables preparation of the Division Balance Sheets and Division Income Statements, as appropriate depending on the item at issue, and report to the Parties, within thirty (30) days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Section 3.2(c) or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. Any amount paid to Seller by Catalyst constitutes consideration under this Section 3.2(e) will be paid with interest for the acquisition period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date. Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Receivables and under no circumstances Final Purchase Price nor any payment thereof shall be construed as a loan and no consideration herein set forth is for the use, forbearance deemed to waive or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may limit in any event respect any representation or contingency whatsoever operate to bind, obligate, warranty or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or rights in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of respect thereof under this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. The Purchase Price of purchase price under the Receivables has been option shall be determined by the Seller and represents the fair market value thereof, after due consideration has been given with reference to the nature gas reserve quantities, adjusted out of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative first production to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration extent possible for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained hereinexisting gas im- balances, if any, which may attributable to the Option Interests in any event or contingency whatsoever operate the Annual Reserve Report (the "Applicable Report") that is required to bind, obligatebe prepared and furnished to the parties for the December 31 preceding the date of the Repur- chase Notice. The fair market value of the Option Interests, or compel Seller the applicable part thereof, as of the date of the Applicable Report, shall be calculated by using the same cash flow and discounting procedures as were used in preparing the Initial Report; howev- er, the calculation for the Applicable Report shall use (i) the weighted average price received for the sale of gas from the Inter- ests or the applicable part thereof during the 12-month period ending on the date of the Applicable Report, (ii) the severance and ad valorem tax rates in effect on the date of the Applicable Report, (iii) current operat- ing expenses, including the "Administration Fee" payable under the terms of the Manage- ment and Agency Agreement, (iv) Seller's reasonable estimate of future capital expen- ditures and (v) a discount rate equal to pay a rate 120% of interest the national Prime Rate as quoted in The Wall Street Journal on the effective date of the Applicable Report. Seller's purchase price, which shall be paid in cash, for the Option Interests, or the application portion thereof, shall be the calculated fair market value thereof as of the date of the Applica- ble Report (the "Effective Date Amount"), reduced by an amount equal to Seller's obli- gation under Section 6.5(b)(5), if any, but not exceeding the maximum rate of interest permitted by law Effective Date Amount and adjusted for operations from that date to the Option Closing Date as follows: (a) The Effective Date Amount, as so reduced, shall be without binding force further reduced by the amount of any cash received by Buyer as revenue for production or effect at law or in equity proceeds resulting from casualty losses, the sale of surplus equipment and similar events occurring between the effective date of the Applicable Report and the Option Closing Date; and (b) The Effective Date Amount, as so reduced, shall be increased by any expenses and capital costs paid by Buyer for maintaining and operating the Interests from the effective date of the Applicable Report to the extent only of the excess of interest over such maximum rate of interest permitted by law. AlsoOption Closing Date, in such event, Catalyst may including but not limited to normal operating expenses and ad valorem and severance taxes;"spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. Purchaser may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the purchase price under the Purchase Option (the “Purchase Price”). The Parties shall attempt to determine the Purchase Price of by mutual agreement. If the Receivables has been determined by Parties have not agreed on the Seller and represents Purchase Price within thirty (30) days after Purchaser’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value thereof, after due consideration has been given to the nature of the ReceivableSystem, as determined by an independent appraiser retained by the Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the applicable amount set forth on Exhibit E. The Independent Appraiser shall be an individual who is a member of a national accounting, engineering or energy consulting firm qualified by education, experience, and training to determine the value of solar generating facilities of the size and age and with the operational characteristics of the System, and who specifically has prior experience valuing solar energy generating facilities. The Independent Appraiser shall be reasonably acceptable to Seller. Except as may be otherwise agreed by the Parties, the probability Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of prompt collection thereofthe Parties or their respective affiliates. The fair market value assessment of the System shall consider, among other things, the credit worthiness income and savings associated with the System for the remaining portion of the Account DebtorContract Term, and the System’s past and projected performance. The Independent Appraiser shall make a determination of the Purchase Price within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the payment history Independent Appraiser shall provide a written notice thereof to both Seller and Purchaser, along with all supporting documentation detailing the method of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at calculation of the Purchase Price, consideration has been given to services rendered and services that will be rendered . Except in the future by Catalyst in connection with event of fraud or manifest error, the credit investigations Price Determination shall be a final and binding determination of Account Debtorsthe fair market value. If Purchaser wishes to exercise the Purchase Option following the Price Determination, supervising it shall deliver an exercise notice to Seller within ten (10) days of receipt of the ledgering of accounts purchasedPrice Determination (the “Exercise Period”). Any such exercise notice shall be irrevocable once delivered. If Purchaser does not exercise the Purchase Option during the Exercise Period, supervising then the collection of accounts purchasedPrice Determination shall be null and void, and the assumption Purchaser may not request a new determination of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller until the next Purchase Option Date. Each Price Determination by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances an Independent Appraiser shall be construed as a loan and no consideration herein set forth is for the useat Purchaser’s expense, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto provided that in the construction and interpretation of this Agreementevent Purchaser exercises the Purchase Option, the foregoing sentence applicable Price Determination shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameat Seller’s expense.

Determination of Purchase Price. The Purchase Price purchase price under the option shall be determined with reference to the gas reserve quantities attributed to the Option Interests in the Initial Report, a copy of which has been furnished to Buyer. The reserves for the Option Interests or the applicable part thereof estimated in the Initial Report to exist on the Option Closing Date shall be the basis for calculating Seller's purchase price under the option without regard to the actual reserves that may exist or be estimated to exist on the Option Closing Date. If the Option Closing Date under the option is to occur in a month other than December, the applicable remaining reserves attributed in the Initial Report to the calendar year of closing shall be reduced by a fraction, the numerator of which is the number of months of the Receivables has been determined by year that have passed through and including the Seller month of the Option Closing Date (even if on other than the last day of that month) and represents the fair denominator of which is 12. The applicable remaining gas reserve quantities so calculated shall hereinafter be referred to as the "Remaining Reserves." Seller's purchase price for the Option Interests or the applicable part thereof shall be their agreed upon market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, which shall be construed to be anything other than an outright purchase calculated using the same cash flow and sale of such Receivables. All rights, title and interest of discounting procedures as were used in preparing the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interestInitial Report; however, should a court the agreed upon market value calculation shall use (i) the weighted average price received for the sale of competent jurisdiction rule that any consideration paid hereunder gas from the Interests or the applicable part thereof during the twelve month period preceding the month in which the Option Closing Date is to occur, (ii) the production and ad valorem tax rates in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess effect on the date of the maximum amount permitted by lawRepurchase Notice, and all agreements(iii) operating expenses estimated in the Initial Report, conditionsadjusted for known changes, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding including the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to "Administration Fee" payable under the extent only terms of the excess of interest over such maximum Management and Agency Agreement , (iv) future known capital expenditures not contemplated in the Initial Report and (v) a discount rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund equal to Seller the excess of any payments made over the highest lawful rate. It is the intention One Hundred Twenty Percent (120%) of the parties hereto that national Prime Rate as quoted in The Wall Street Journal on the construction and interpretation 10th business day preceding the date of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameRepurchase Notice.

Determination of Purchase Price. The (a) Seller shall deliver to Buyer at least three (3) Business Days prior to the Closing, a written statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimates (together with reasonable supporting documentation) of Net Working Capital, Company Cash, Company Debt and Company Transaction Expenses, and based on the foregoing, Seller’s calculation of the Purchase Price (the “Estimated Purchase Price”), which shall be determined as of the Receivables has been Effective Time and taking into account, and setting forth as separate line items, all provisions establishing the basis for such calculation set forth in Sections 2.2(a)-(e), including the calculation of the Net Working Capital (and all components thereof) which shall be determined as of the Effective Time and pursuant to the Working Capital Methodology. Seller shall consider in good faith any revisions proposed by the Seller and represents the fair market value thereof, after due consideration has been given Buyer to the nature calculations set forth in the Estimated Closing Statement, and to the extent that Seller agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, however, that Buyer and Seller acknowledge and agree that Buyer shall not be deemed to have agreed to any of the Receivable, amounts or calculations set forth in the probability of prompt collection thereof, Estimated Closing Statement or the credit worthiness calculation of the Account Debtor, the payment history components thereof by virtue of the Account Debtor and other economical factors relative having proposed any revisions (whether or not accepted) pursuant to the Receivablesforegoing and the use of such Estimated Closing Statement (whether or not it includes any revisions proposed by Buyer) shall not in any way prejudice Buyer’s right to disagree with, dispute or change any amount in the Closing Statement delivered by the Buyer pursuant to Section 2.5(b). FurtherFor the avoidance of doubt, any failure of Buyer to raise any objection or dispute with respect to the Estimated Closing Statement shall not in arriving at any way prejudice Buyer’s right to disagree with, dispute or change any amount in the Closing Statement delivered by Buyer pursuant to Section 2.5(b). (b) As promptly as practicable, but in any event within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a closing statement (the “Closing Statement”), together with reasonable supporting detail, setting forth Buyer’s calculation of Net Working Capital, Company Cash, Company Debt and Company Transaction Expenses, and based on the foregoing, the Purchase Price, consideration has been given which shall be determined as of the Effective Time and taking into account, and setting forth as separate line items, all provisions establishing the basis for such calculation set forth in Sections 2.2(a)-(e), including the calculation of Net Working Capital which shall be determined as of the Effective Time and pursuant to services rendered the Working Capital Methodology. (c) Buyer shall provide Seller and services that will be rendered its Representatives reasonable access, upon reasonable notice and during times convenient to the Company and its Subsidiaries, to relevant tax, accounting and financial supporting documents and work papers of the Company and its Subsidiaries used in the future preparation of the Closing Statement and the calculation of the Net Working Capital and to any relevant personnel of the Company reasonably requested by Catalyst Seller and its Representatives, in each case, to the extent reasonably necessary to verify the matters and calculations delivered by Buyer pursuant to Section 2.5(b) and any dispute relating thereto. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to disclose any information if such disclosure would be reasonably likely to (a) jeopardize any attorney-client, work product or other legal privilege or (b) contravene any applicable Laws (it being understood and agreed that, in each case, the Company and its Subsidiaries will use their commercially reasonable efforts to provide alternative means of disclosing such information to the extent reasonably practicable). (d) The Closing Statement shall become final and binding on the thirtieth (30th) day following delivery of the Closing Statement by the Buyer, unless prior to such date Seller has delivered to Buyer a written notice stating that it disputes the calculation of Net Working Capital, Company Cash, Company Debt, Company Transaction Expenses or the calculation of the Purchase Price therein (collectively, the “Disputed Items” and each, a “Disputed Item”), together with reasonable detail regarding the basis of any such dispute, including the amount thereof in dispute (such notice, a “Protest Notice”). Any Protest Notice may reference only disagreements based on mathematical errors or based on amounts of Net Working Capital, Company Cash, Company Debt or Company Transaction Expenses as reflected on the Closing Statement not being calculated in accordance with this Agreement and the Working Capital Methodology. To the extent Seller provides a Protest Notice within thirty (30) days of Seller’s receipt of the Closing Statement in accordance with Section 2.5(b), all items that are not Disputed Items shall be final, binding and non-appealable for all purposes hereunder. In the event Seller does not provide a Protest Notice to Buyer within thirty (30) days of Seller’s receipt of the deliverables specified in Section 2.5(b), Seller shall be deemed to have accepted in full the Closing Statement (which sets forth the calculation of the Purchase Price and the components thereof) and the Net Working Capital, which shall then be deemed final, binding and non-appealable for all purposes hereunder, in each case, absent fraud in connection with the credit investigations matters contemplated by this Section 2.5. After receipt by Buyer of Account Debtorsa timely Protest Notice, supervising the ledgering of accounts purchasedBuyer and Seller shall meet by telephone, supervising the collection of accounts purchasedor at a mutually agreeable location, to discuss and attempt to reconcile their differences with respect to, and the assumption amounts in respect of, the Disputed Items. If Seller and Buyer are unable to reach a resolution with respect to a Disputed Item within thirty (30) days after receipt by Buyer of certain credit risksthe Protest Notice, Buyer and Seller shall within thirty (30) days thereafter submit such Disputed Item for resolution to a nationally recognized public accounting firm mutually agreed upon by Buyer and Seller, which shall in no event be a “Big 4” accounting firm (the “Independent Accounting Firm”), which shall be instructed by Buyer and Seller to determine and report to Buyer and Seller upon the resolution of such remaining Disputed Items within thirty (30) days after such submission; provided, however, that the scope of the Independent Accounting Firm’s engagement shall be limited to the resolution of the Disputed Items and shall be based solely on (i) the written submissions by each of Buyer and Seller and (ii) the application of the Working Capital Methodology and the relevant terms and definitions contained in this Agreement and shall not be by independent review. Each of Buyer and Seller will be afforded the opportunity to present to the Independent Accounting Firm any material such Party deems relevant to the Independent Accounting Firm’s determination. Buyer and Seller shall each furnish to the Independent Accounting Firm such work papers and other documents and information relating to the remaining Disputed Items as the Independent Accounting Firm may reasonably request. Notwithstanding anything herein to the contrary, with respect to its determination of each Disputed Item, the Independent Accounting Firm may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by Buyer or Seller or less than the lowest value for such Disputed Item claimed by Buyer or Seller. The parties hereto acknowledge Independent Accounting Firm shall act as an expert and not as an arbitrator in performing the duties assigned to it by the Parties under this Agreement (but shall be subject to the privileges and immunities of arbitrators). The fees and disbursements of the Independent Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, in the same proportion that the purchase aggregate amount of such remaining Disputed Items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer or Seller (as applicable) (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining Disputed Items so submitted. For example, if it is Buyer’s position that the adjustment owed to the Buyer is $300, Seller’s position is that the adjustment owed to the Buyer is $100 and the Independent Accounting Firm’s finding is that the adjustment owed to the Buyer is $250, then Buyer shall pay 25% (300-250 / 300-100) of the Receivables by Catalyst constitutes an outright conveyance by Independent Accounting Firm’s fees and expenses and Seller shall pay 75% (250-100 / 300-100) of the Independent Accounting Firm’s fees and expenses. (e) Each item set forth on the Closing Statement shall be deemed final for the purposes of this Section 2.5 upon the earlier of (i) the failure of Seller to Catalyst. Nothing contained hereindeliver to Buyer a Protest Notice identifying such item as a Disputed Item within thirty (30) days of Seller’s receipt of the Closing Statement in accordance with Section 2.5(b), nor any course (ii) the resolution of dealing in a Disputed Item pursuant to Section 2.5(d) by Buyer and Seller and (iii) the futureresolution of a Disputed Item pursuant to Section 2.5(d) by the Independent Accounting Firm (which shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover); provided, that the final determinations of such matters shall be construed to be anything other than an outright purchase non-appealable and sale incontestable by the Parties and each of such Receivables. All rights, title their respective Affiliates and interest of the Seller have been conveyed to Catalyst successors and such transaction is assigns and not subject to collateral attack for any reason other than fraud in connection with the matters contemplated by this Section 2.5. The foregoing shall not prohibit Buyer or Seller from bringing any Proceeding seeking an injunction or specific performance (x) in connection with an actual or threatened breach by a security interest party of the terms and conditions set forth in this Section 2.5 or (y) to enforce any final determination by the Receivables Independent Accounting Firm, in each case, in any court or other tribunal of competent jurisdiction and otherwise in accordance with Section 12.7. (f) In the event that the final Purchase Price as finally determined in accordance with this Section 2.5 is more than the Estimated Purchase Price as determined on the Closing Date, then promptly after such final determination (but, in any event, within three (3) Business Days thereof), (i) Buyer shall, or shall cause the Company to pay, the lesser of (x) such difference and (y) the Adjustment Escrow Amount to Seller and (ii) Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to release the Adjustment Escrow Funds to Seller. If the Purchase Price paid as finally determined in accordance with this Section 2.5 is less than the Estimated Purchase Price (such difference, the “Buyer Adjustment Amount”) as determined on the Closing Date, then promptly after such final determination (but, in any event, within three (3) Business Days thereof), Seller and Buyer shall cause the Escrow Agent to release an amount of the Adjustment Escrow Funds equal to the Buyer Adjustment Amount to Buyer, or at Buyer’s direction, the Company from the Adjustment Escrow Funds. Any Adjustment Escrow Funds remaining following the payments contemplated by the immediately preceding sentence shall be released to Seller promptly thereafter and Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to effect such release. For the avoidance of doubt, the Adjustment Escrow Funds shall be the sole source of recovery for any amounts owed to Buyer under this Section 2.5(f). All payments contemplated by Catalyst constitutes consideration this Section 2.5(f) shall be made by wire transfer in immediately available funds to the applicable payee. (g) The Parties agree that the Closing Statement (and the items reflected thereon) and the estimates thereof delivered pursuant to Section 2.5(a) shall be prepared, and this Agreement shall otherwise be interpreted, so that the Company and its Subsidiaries are presented on a consolidated basis (but, for the acquisition avoidance of doubt, Seller shall be deemed a third party) and no asset, liability, Loss, or other item is double-counted against any Party hereunder and shall not include any changes in assets or liabilities resulting from purchase accounting adjustments or the Buyer’s financing of the Receivables transactions contemplated hereby. The Parties further agree that the purpose of preparing the Closing Statement (and under no circumstances shall be construed as a loan the items reflected thereon) and no determining the Net Working Capital is to measure variations in the components taken into consideration herein set forth is for in determining the useestimates delivered pursuant to Section 2.5(a) compared to the actual values, forbearance or detention of money. Nothing contained herein shall be construed as to require and, without limiting the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess generality of the maximum amount permitted by lawforegoing, and all agreements, conditionssuch process is not intended to permit the introduction of, or stipulations contained hereinalteration of, if anycomponents, which may judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies different from those described in any event or contingency whatsoever operate the Working Capital Methodology. Further, normal year-end closing procedures will be applied when preparing the Closing Statement and the estimates thereof delivered pursuant to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law Section 2.5(a). (h) The Parties shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of treat any payments made over pursuant to this Section 2.5 (including amounts released from the highest lawful rate. It is Adjustment Escrow Funds pursuant to this Section 2.5) as an adjustment to the intention of Purchase Price for all purposes (including Tax purposes), and the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, conditionParties agree to file, or stipulation herein contained which is in conflict cause to be filed, their Tax Returns consistently with samesuch characterization.

Determination of Purchase Price. The Trustee (or the Securities Administrator to the extent delegated to, and accepted by, the Securities Administrator) will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trustee on behalf of the Receivables has been determined by Trust or with respect to which provision is made for the Seller escrow of funds pursuant to this Section 2.03 and represents shall at the fair market value thereof, after due consideration has been given time of any purchase or escrow certify such amounts to the nature Depositor; provided that the Trustee (or the Securities Administrator to the extent delegated to, and accepted by, the Securities Administrator) may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Trustee (or the Securities Administrator to the extent delegated to, and accepted by, the Securities Administrator) shall determine that there is a miscalculation of the Receivableamount to be paid to the Trust, the probability of prompt collection thereofTrustee (or the Securities Administrator to the extent delegated to, and accepted by, the credit worthiness Securities Administrator) shall from monies in the REMIC I Distribution Account return any overpayment that the Trust received as a result of the Account Debtor, the payment history of the Account Debtor and other economical factors relative such miscalculation to the Receivables. Further, in arriving at applicable Purchaser upon the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations discovery of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedsuch overpayment, and the assumption of certain credit risks. The parties hereto acknowledge Securities Administrator shall collect from the applicable Purchaser for deposit to the REMIC I Distribution Account any underpayment that resulted from such miscalculation upon the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale discovery of such Receivablesunderpayment. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller Recovery may be made either directly or by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term set-off of all transactions with Seller and will refund or any part of such underpayment against amounts owed by the Trust to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with samesuch Purchaser.

Determination of Purchase Price. The (a) Within thirty (30) days after the Closing Date, NW Corp. shall: (i) prepare, using the same financial and accounting methods and procedures that were used to prepare the Estimated Valuation Date Balance Sheet, a balance sheet of the Applicable Entities as of the Valuation Date (after giving effect to the elimination of Assets and Liabilities primarily related to the Non-Acquisition Assets and to the sale, transfer, assignment, conveyance and delivery to Gartmore Investors Services of the Gartmore SA Transferred Assets and the assumption by Gartmore Investors Services of the Gartmore SA Assumed Liabilities as contemplated by Section 5.10) (the “Preliminary Valuation Date Balance Sheet”); the Preliminary Valuation Date Balance Sheet shall be subject to a review by KPMG LLP, NW Corp.’s independent accounting firm, based upon agreed upon procedures (the scope of which shall be as reasonably agreed to by the Parties) and such accounting firm will render a report based upon such agreed upon procedures (the “Agreed Procedures Report”) (ii) determine the Purchase Price in accordance with the provisions of this Agreement (such Purchase Price as determined by NW Corp. being referred to as the “Preliminary Purchase Price”); and (iii) deliver to NFS the Preliminary Valuation Date Balance Sheet, the Agreed Procedures Report and a certificate setting forth the Preliminary Purchase Price (collectively, the “Preliminary Accounting Report”). (b) Promptly following receipt of the Receivables has been determined Preliminary Accounting Report, NFS may review the same and, within thirty (30) days after the date of such receipt, may deliver to NW Corp. a certificate (signed by the Seller and represents the fair market value thereof, after due consideration has been given President or any Vice President of NFS) setting forth its objections to the nature Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price as set forth in the Preliminary Accounting Report, together with a summary of the Receivablereasons therefor and calculations which, in its view, are necessary to eliminate such objections. If NFS does not so object within such 30-day period, the probability of prompt collection thereof, Preliminary Valuation Date Balance Sheet and the credit worthiness of Preliminary Purchase Price set forth in the Account Debtor, Preliminary Accounting Report shall be final and binding as the payment history of the Account Debtor “Valuation Date Balance Sheet” and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (c) If NFS so objects within such 30-day period, NFS and NW Corp. shall use their reasonable best efforts to services rendered resolve by written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Valuation Date Balance Sheet and services that will be rendered the Preliminary Purchase Price and, if NFS and NW Corp. so resolve any such differences, the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price set forth in the future Preliminary Accounting Report as adjusted by Catalyst in connection with the credit investigations of Account Debtors, supervising Agreed Adjustments shall be final and binding as the ledgering of accounts purchased, supervising the collection of accounts purchased, Valuation Date Balance Sheet and the assumption Purchase Price, respectively, for purposes of certain credit risksthis Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (d) If any objections raised by NFS are not resolved by Agreed Adjustments within the 30-day period next following such 30-day period, then NFS and NW Corp. shall submit the objections that are then unresolved to a national accounting firm reasonably acceptable to both NFS and NW Corp. and such firm (the “Accounting Firm”) shall be directed by NFS and NW Corp. to resolve the unresolved objections (based solely on the presentations by NFS and NW Corp. as to whether any disputed matter had been determined in a manner consistent with this Agreement) as promptly as reasonably practicable and to deliver written notice to each of NFS and NW Corp. setting forth its resolution of the disputed matters. The Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the Valuation Date Balance Sheet and the Purchase Price, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (e) The parties hereto acknowledge that shall make available to NFS, NW Corp. and, if applicable, the purchase Accounting Firm, such books, records and other information (including work papers) as any of the Receivables by Catalyst constitutes an outright conveyance by Seller foregoing may reasonably request to Catalystprepare or review the Preliminary Accounting Report or any matters submitted to the Accounting Firm. Nothing contained herein, nor any course The fees and expenses of dealing in the future, Accounting Firm shall be construed paid proportionately by NFS and NW Corp. based on the determination of the Accounting Firm of the unresolved objections submitted to be anything other than an outright purchase and sale it pursuant to Section 2.5(d). The calculation of such Receivables. All rights, title and interest proportionate payments shall be based on the relative position of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition determination of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is Accounting Firm in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity comparison to the extent only of the excess of interest over such maximum rate of interest permitted positions submitted to it by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller NFS and will refund NW Corp. pursuant to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameSection 2.5(d).