Common use of Payment for the Purchase Clause in Contracts

Payment for the Purchase. (a) The Purchase Price for each Purchase from a Seller shall be payable in full by SunGard Financing to such Seller or its designee on each Purchase Date and shall be paid to such Seller in the manner provided in this Article I; provided that for purposes of the initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (the “Initial Effective Date Purchase Price”). On the first Settlement Date occurring after the Closing Date (the “Initial Settlement Date”), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (the “Actual Effective Date Purchase Price”). If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Seller, such Seller shall pay to SunGard Financing an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is less than the Actual Effective Date Purchase Price with respect to any Seller, SunGard Financing shall pay to such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the First Step Intercompany Note for the account of such Seller in the amount of the difference. (b) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables shall be paid by or provided for (without duplication) by SunGard Financing in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Amortization Date. (c) The Purchase Price for Receivables shall be paid by SunGard Financing on each Purchase Date (including the initial Purchase Date) as follows: (i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Purchase Price; (ii) to the extent available for such purpose (as determined by SunGard Financing), in cash; (iii) by means of an addition to the principal amount of the First Step Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i) and (ii) of this subsection (c). Any such addition to the principal amount of the First Step Intercompany Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 1.2(c)(iii) and Section 1.8. The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller’s rights. (d) The Seller Agent shall be responsible, in accordance with Section 1.2(a), for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii). All amounts payable by SunGard Financing in respect of the Purchase Price shall be paid by SunGard Financing to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its agent for purposes of receiving such payments, making such allocations and taking any other actions hereunder on its behalf and hereby authorizes SunGard Financing to make all payments due to such Seller directly to, or as directed by, the Seller Agent. The Seller Agent hereby accepts and agrees to such appointment. Any such payment by SunGard Financing to or at the direction of the Seller Agent shall constitute a full and complete discharge of SunGard Financing’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Seller Agent to the applicable Seller for whose account such payment was made.

Payment for the Purchase. (a) The Purchase Price for each Purchase from a Seller shall be payable in full by SunGard Financing Finance Subsidiary to such Seller or its designee on each Purchase Date and shall be paid to such Seller in the manner provided in this Article I; provided that for purposes of the initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (the “"Initial Effective Date Purchase Price”"). On the first Settlement Date occurring after the Closing Date (the “"Initial Settlement Date”"), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (the “"Actual Effective Date Purchase Price”"). If the Initial Effective Date Purchase Price paid by SunGard Financing Finance Subsidiary on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Seller, such Seller shall pay to SunGard Financing Finance Subsidiary an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by SunGard Financing Finance Subsidiary on the Closing Date is less than the Actual Effective Date Purchase Price with respect to any Seller, SunGard Financing Finance Subsidiary shall pay to such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the First Step Intercompany Note for the account of such Seller in the amount of the difference. (b) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables shall be paid by or provided for (without duplication) by SunGard Financing Finance Subsidiary in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Amortization Date. (c) The Purchase Price for Receivables shall be paid by SunGard Financing Finance Subsidiary on each Purchase Date (including the initial Purchase Date) as follows: (i) by netting the amount of any Purchase Price Credits then due to SunGard Financing Finance Subsidiary against such Purchase Price; (ii) to the extent available for such purpose (as determined by SunGard FinancingFinance Subsidiary), in cash; (iii) on the initial Purchase Price only, by transferring to the relevant Seller a Capital Note (such Capital Note to be valued at par) indorsed in favor of such Seller; and (iv) by means of an addition to the principal amount of the First Step Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i), (ii) and (iiiii) of this subsection (c). Any such addition to the principal amount of the First Step Intercompany Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 1.2(c)(iii) and Section 1.8. The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller’s rights. (d) The Seller Agent shall be responsible, in accordance with Section 1.2(a), for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii). All amounts payable by SunGard Financing in respect of the Purchase Price shall be paid by SunGard Financing to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its agent for purposes of receiving such payments, making such allocations and taking any other actions hereunder on its behalf and hereby authorizes SunGard Financing to make all payments due to such Seller directly to, or as directed by, the Seller Agent. The Seller Agent hereby accepts and agrees to such appointment. Any such payment by SunGard Financing to or at the direction of the Seller Agent shall constitute a full and complete discharge of SunGard Financing’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Seller Agent to the applicable Seller for whose account such payment was made.Section

Payment for the Purchase. (a) The Second Step Purchase Price for each Second Step Purchase from a Seller SunGard Financing shall be the Purchase Price (net of Purchase Price Credits) payable in full for the related Purchase by SunGard Financing to such Seller or its designee on each Purchase Date and shall be paid to such Seller in the manner provided in this Article I; provided that for purposes of the initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (the “Initial Effective Date Purchase Price”). On the first Settlement Date occurring after the Closing Date (the “Initial Settlement Date”), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (the “Actual Effective Date Purchase Price”). If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Seller, such Seller shall pay to SunGard Financing an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is less than the Actual Effective Date Purchase Price with respect to any Seller, SunGard Financing shall pay to such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of under the First Step Intercompany Note for Agreement, payable on the account of such Seller in dates the amount of the differencerelated Purchase Price is payable by SunGard Financing. (b) Upon the fulfillment of the conditions set forth in Article III, the Second Step Purchase Price for Receivables shall be paid by SunGard Funding or provided for (without duplication) by SunGard Financing Funding in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller SunGard Financing and on each Purchase Date thereafter until the Amortization Date. (c) The Second Step Purchase Price for Receivables shall be paid by SunGard Financing Funding on each Purchase Date (including the initial Purchase Date) as follows: (i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Second Step Purchase Price; (ii) to the extent available for such purpose (as determined by SunGard FinancingFunding), in cash;; and (iii) by means of an addition to the principal amount of the First Second Step Intercompany Note in an aggregate amount up to the remaining portion of the Second Step Purchase Price (after subtraction of the amounts paid in accordance with clauses (i), (ii) and (iiiii) of this subsection (c)). Any such addition to the principal amount of the First Step Intercompany Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 1.2(c)(iii) and Section 1.8. The Seller Agent SunGard Financing may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Second Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect any SellerSunGard Financing’s rights. (d) The Seller Agent shall be responsible, in accordance with Section 1.2(a), for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii). All amounts payable by SunGard Financing Funding in respect of the Second Step Purchase Price of Receivables shall be paid by SunGard Financing Funding to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its agent for purposes of receiving such payments, making such allocations and taking any other actions hereunder on its behalf and hereby authorizes SunGard Financing to make all payments due to such Seller directly to, or as directed by, the Seller Agent. The Seller Agent hereby accepts and agrees to such appointmentFinancing. Any such payment by SunGard Financing Funding to or at the direction of the Seller Agent SunGard Financing shall constitute a full and complete discharge of SunGard FinancingFunding’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Seller Agent to the applicable Seller for whose account such payment was made.