Common use of Initial Contribution of Receivables and Initial Purchase Price Payment Clause in Contracts

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator that exists and is owing to Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date, shall be at least equal to the Required Capital Amount. Each Receivable contributed by Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreement, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator if elected by Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement in the form of Exhibit B (each such intercompany loan agreement, as it may be amended, supplemented or otherwise modified from time to time, each being herein called an “Intercompany Loan Agreement”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing Originator, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, each Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of such Contributing Originator that exists and is owing to such Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by each Contributing Originator in the BuyerBuyer in the aggregate, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by a Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase ReportOriginator) and, solely in the case of a Contributing Originator if elected by such Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting making an Intercompany Loan from such Originator that was made under an intercompany loan agreement the Intercompany Loan Agreement in the form of Exhibit B (each such intercompany loan agreementIntercompany Loan Agreement, if more than one, as it each may be amended, supplemented or otherwise modified from time to time, each being herein called an collectively referred to as the “Intercompany Loan Agreement”) with an initial principal amount equal to the sum of (i) the remaining Purchase Price payable to such Originator not paid in cash or, in the case of a Contributing Originator, contributed to the Buyer’s capitalcapital and (ii) any “Deferred Purchase Price” outstanding under the Original PSA and owing to such Originator as of the date hereof.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On Pursuant to the Closing DateOriginal Agreement, Contributing Originator shallprior to the date hereof, and hereby does, contribute Celanese Acetate contributed to the capital of the Buyer certain of its Receivables and Related Rights consisting Rights. Each of each Receivable of Contributing Originator that exists and is owing to Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash foregoing contributions made on or prior by Celanese Acetate pursuant to the Closing Date) held by Contributing Originator in Original Agreement is hereby ratified and confirmed, and rights, duties and obligations of the Buyer, after giving effect to such contribution of Receivables (the value of which Buyer and Celanese Acetate with respect thereto shall be determined based on the Purchase Price definition) and the purchase governed by the Buyer terms of Receivables on the Closing Date, shall be at least equal to the Required Capital AmountOriginal Agreement. Each Receivable contributed by Contributing Originator Celanese Acetate to the capital of the Buyer pursuant to described in this Section 3.1(a) and by Celanese U.S. Sales pursuant to Section 3.2 below is herein referred to as a “"Contributed Receivable”". (b) On the terms and subject to the conditions set forth in this the Original Agreement, the Buyer agrees to pay paid to each Initial Originator the Purchase Price for the purchase to be purchases made from such Initial Originator on the Closing Date and each Payment Date (i) to the extent the Buyer has had cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator Celanese Acetate if elected by Contributing Originator Celanese Acetate in its sole discretion, by accepting a contribution to the Buyer’s 's capital and (ii) the remainder by accepting an Intercompany Loan from increasing the principal balance owing under a promissory note issued by the Buyer on the Closing Date in favor of such Initial Originator that was made under an intercompany loan agreement in substantially the form of Exhibit B (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an “Intercompany Loan Agreement”a "Subordinated Note"). (c) On the Effective Date, Celanese Acetate will assign and convey all of its right, title and interest in its Subordinated Note to Celanese U.S. Sales together with an initial principal amount equal all of its right, title and interest in Receivables, if any, originated prior to the remaining Purchase Price payable to such Originator not paid in cash orEffective Date, in the case of Contributing Originator, contributed to the Buyer’s capitaland Related Rights.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, the Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable and Related Rights of the Contributing Originator that exists and is owing to the Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator Evoqua in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing DateRelated Rights, shall be at least equal to the Required Capital Amount. Each Receivable and Related Rights contributed by the Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below hereunder is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor therefor, including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreement, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of the Contributing Originator Originator, if elected by the Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital capital, and (ii) the remainder by accepting an Intercompany a Subordinated Loan from such Originator that was made under an intercompany loan agreement in the form of Exhibit B C (each such intercompany loan agreement, as it may be amended, supplemented or otherwise modified from time to time, each being herein called an “Intercompany Loan Agreement”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of the Contributing Originator, contributed to the Buyer’s capital. (c) From time to time after the Closing Date, the Contributing Originator may (in its discretion) contribute to the capital of the Buyer additional Receivables and Related Rights, rather than selling such Receivables and Related rights to Buyer pursuant to Section 1.1. In addition, if on any Business Day the Borrower’s Net Worth would be less than the Required Capital Amount after utilizing all the Buyer’s available cash and the Buyer’s incurrence of any necessary Subordinated Loans in order to pay in full the Purchase Price then due to the Originators hereunder, then the Contributing Originator shall, and hereby does (as of such time) contribute to the capital of the Buyer any additional Receivables and Related Rights then owing to the Contributing Originator (together with cash of the Contributing Originator if it lacks sufficient Receivables and Related Rights at such time) to the extent necessary to prevent the Borrower’s Net Worth from becoming less than the Required Capital Amount. (d) The Contributing Originator and Servicer shall maintain records of all contributions to the capital of the Buyer hereunder. Notwithstanding such records (or lack thereof), any contributions of Receivables, Related Rights or cash to the capital of the Buyer that are required to be made by the Contributing Originator pursuant to this Section 3.1 shall be made automatically and irrevocably on each day from the Closing Date until the Sale and Contribution Termination Date. (e) At any time when the Borrower’s Net Worth would be less than the Required Capital Amount absent additional capital contributions by the Contributing Originator pursuant to Section 3.1(c), the Contributing Originator may, with thirty (30) days’ prior written notice to the Buyer and the Administrative Agent, declare the Purchase Facility terminated; provided, however, that, for the avoidance of doubt, no such declaration shall become effective until both the Buyer and the Administrative Agent have received such thirty (30) days’ prior written notice thereof from the Contributing Originator.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, the Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of the Contributing Originator that exists and is owing to the Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by the Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the aggregate value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by the Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase ReportOriginator) and, solely in the case of the Contributing Originator Originator, if elected by the Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of the Contributing Originator, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing Originator Celanese Acetate shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator Celanese Acetate that exists and is owing to Contributing Originator Celanese Acetate on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator Celanese Acetate in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital AmountAmount (as defined in Section 3.2). Each Receivable contributed by Contributing Originator Celanese Acetate to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator Celanese Acetate if elected by Contributing Originator Celanese Acetate in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing OriginatorCelanese Acetate, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, the Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of the Contributing Originator that exists and is owing to the Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by the Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by the Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of the Contributing Originator if elected by the Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of the Contributing Originator, contributed to the Buyer’s capital. Each Originator acknowledges that it has received a copy of the Subordinated Note and so long as it is a Holder, agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the Subordination Provisions.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing each Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing such Originator that exists and is owing to Contributing such Originator on the Closing Date beginning with (including each Receivable sold or purportedly sold by the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior Sub-Originator to an Originator pursuant to the Closing DateSub-Originator Sale Agreement) held by Contributing Originator in to the Buyerextent necessary to cause the Outstanding Balance of all Receivables contributed (collectively, after giving effect the “Contributed Receivables”) to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date, shall be at least equal to the Required Capital Contributed Amount. Each Receivable contributed by Contributing Originator to For the capital purposes of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, “Required Contributed Amount” means, as of the Buyer agrees to pay to each Originator Closing Date, the amount, if any, by which the Purchase Price for the purchase all Receivables to be made from acquired on such date exceeds the sum of (x) the cash that is available to the Borrower on the Closing Date, (y) the maximum amount by which the principal amount of the Subordinated Note may be increased in accordance with the terms hereof on such date and (z) the aggregate stated amount of the Letters of Credit being issued under (or transferred to) the Receivables Financing Agreement on behalf of such Originator on such date. On the Closing Date, each Originator, severally and for itself, shall, and hereby does, sell to the Buyer, Receivables and Related Rights consisting of each Receivable of such Originator that exists and is owing to such Originator on the Closing Cut-Off Date (i) including each Receivable sold or purportedly sold by the Sub-Originator to an Originator pursuant to the extent Sub-Originator Sale Agreement), other than the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Contributed Receivables Financing Agreement, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator if elected by Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement in the form of Exhibit B (each such intercompany loan agreement, as it may be amended, supplemented or otherwise modified from time to time, each being herein called an “Intercompany Loan Agreement”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing Originator, contributed to the Buyer’s capitalRelated Rights associated therewith.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, each applicable Contributing Originator shall, and hereby does, contribute to the capital of the Buyer certain Receivables and Related Rights consisting of each Receivable and Related Rights of the applicable Contributing Originator Originators that exists and is owing to the applicable Contributing Originator Originators on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by the Contributing Originator Originators in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing DateRelated Rights, shall be at least equal to the Required Capital Amount. Each Receivable and Related Rights contributed by any Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below hereunder is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor therefor, including after giving effect to any borrowings by advances made to the Buyer under the Receivables Financing Purchase Agreement, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase ReportRecords) and, solely in the case of any Contributing Originator if elected by such Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany a Subordinated Loan from the Servicer on behalf of such Originator that was made under an the intercompany loan agreement in the form of Exhibit B (each such intercompany loan agreement, as it may be amended, supplemented or otherwise modified from time to time, each being herein called an the “Intercompany Loan Agreement”) with an initial principal amount equal to the aggregate remaining Purchase Price payable to such Originator the Originators not paid in cash or, in the case of the Contributing OriginatorOriginators, contributed to the Buyer’s capital. (c) From time to time after the Closing Date, any Contributing Originator may (in its discretion) contribute to the capital of the Buyer additional Receivables and Related Rights, in lieu of selling such Receivables and Related Rights to Buyer pursuant to Section 1.1. In addition, if on any Business Day the Buyer’s Net Worth would be less than the Required Capital Amount after utilizing all the Buyer’s available cash and the Buyer’s incurrence of any necessary Subordinated Loans in order to pay in full the Purchase Price then due to the Originators hereunder, then the Contributing Originators shall, and hereby do (as of such time) contribute to the capital of the Buyer any additional Receivables and Related Rights then owing to such Contributing Originator (together with cash of such Contributing Originator if it lacks sufficient Receivables and Related Rights at such time) to the extent necessary to prevent the Buyer’s Net Worth from becoming less than the Required Capital Amount. (d) The Contributing Originators and Servicer shall maintain records of all contributions to the capital of the Buyer hereunder. Notwithstanding such records (or lack thereof), any contributions of Receivables, Related Rights or cash to the capital of the Buyer that are required to be made by the Contributing Originators pursuant to this Section 3.1 shall be made automatically and irrevocably on each day from the Closing Date until the Purchase and Contribution Termination Date. (e) At any time when the Buyer’s Net Worth would be less than the Required Capital Amount absent additional capital contributions by the Contributing Originators pursuant to Section 3.1(c), any Contributing Originator may, with thirty (30) days’ prior written notice to the Buyer and the Administrative Agent, declare the Purchase Facility terminated; provided, however, that, for the avoidance of doubt, no such declaration shall become effective until both the Buyer and the Administrative Agent have received such thirty (30) days’ prior written notice thereof from any Contributing Originator. (f) Each Originator hereby authorizes the Servicer, and irrevocably appoints the Servicer as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to (i) enter into the Intercompany Loan Agreement, (ii) enter into any amendment or waiver of the Intercompany Loan Agreement from time to time and (iii) take any and all other actions under or in connection with the Intercompany Loan Agreement or any Subordinated Loan, in each case, in the name and on behalf of such Originator. As used herein, “Subordinated Loan” has the meaning set forth in the Intercompany Loan Agreement.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, the Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of the Contributing Originator that exists and is owing to the Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by the Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by the Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of the Contributing Originator if elected by the Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of the Contributing Originator, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing Originator QINC shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator QINC that exists and is owing to Contributing Originator QINC on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator QINC in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by Contributing Originator QINC to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator QINC if elected by Contributing Originator QINC in its sole discretion, by accepting a contribution from QINC to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing OriginatorQINC, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing the Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator that exists and is owing to Contributing the Originator on the Closing Date (including each Receivable sold or purportedly sold by the Sub-Originators to the Originator pursuant to the Sub-Originator Sale Agreement) beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing the Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by Contributing the Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each the Originator the Purchase Price for the purchase to be made from such the Originator on the Closing Date (i) Date, to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such the Originator and set forth in the initial Purchase Report) ), if requested by the Originator and permitted under the Receivables Financing Agreement, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.3 and on the terms and conditions contained for issuing Letters of Credit under the Receivables Financing Agreement, and, solely in the case of Contributing Originator if elected by Contributing the Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement in the form of Exhibit B (each such intercompany loan agreement, as it may be amended, supplemented or otherwise modified from time to time, each being herein called an “Intercompany Loan Agreement”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing Originator, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator that exists and is owing to Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator if elected by Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement in the form of Exhibit B (each such intercompany loan agreement, as it may be amended, supplemented or otherwise modified from time to time, each being herein called an “Intercompany Loan Agreement”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing Originator, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator that exists and is owing to Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Date), shall be at least equal to the Required Capital Amount. Each Receivable contributed by Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreementtherefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of Contributing Originator if elected by Contributing Originator in its sole discretion, by accepting a contribution to the Buyer’s capital and (ii) the remainder by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, each together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing Originator, contributed to the Buyer’s capital.

Initial Contribution of Receivables and Initial Purchase Price Payment. (a) On the Closing Date, Contributing Originator Lyondell Chemical shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of Contributing Originator Lyondell Chemical that exists existed and is was owing to Contributing Originator Lyondell Chemical on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the aggregate outstanding balance of all equity (taking into account any cash contributions made on or prior to the Closing Date) held by Contributing Originator Lyondell Chemical in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition) and the purchase by the Buyer of Receivables on the Closing Datecontribution, shall be at least equal to the Required Capital Amount. Each Receivable contributed by Contributing Originator Lyondell Chemical to the capital of the Buyer pursuant to this Section 3.1(a) 3.1 and Section 3.2 below is herein referred to as a “Contributed Receivable”. (b) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreement, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, (and solely in the case of Contributing Originator Lyondell Chemical, if elected by Contributing Originator Lyondell Chemical in its sole discretion, by accepting a contribution to the Buyer’s capital its capital) and (ii) the remainder partially by accepting an Intercompany Loan from such Originator that was made under an intercompany loan agreement issuing a promissory note in the form of Exhibit B to such Originator (each such intercompany loan agreementpromissory note, as it may be amended, supplemented supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called an a “Intercompany Loan AgreementSubordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case of Contributing Originator, contributed to the Buyer’s capital.