Common use of Payment for the Purchases Clause in Contracts

Payment for the Purchases. (a) The Purchase Price for each Purchase from the Seller shall be payable in full by the Buyer to the Seller or its designee on each Purchase Date and shall be paid to the Seller in the manner provided in this Article II; provided that for purposes of the Purchase Date occurring on the Restatement Effective Date, the Purchase Price for the Receivables and the Receivables Property existing on the Restatement Effective Date shall be based on the Receivables of the Seller existing as of the Cut-Off Date (the “Initial Effective Date Purchase Price”). On the first Settlement Date occurring after the Restatement Effective Date (the “Initial Settlement Date”), the Seller shall determine the Purchase Price for the Receivables and Receivables Property existing on the Restatement Effective Date based on the Receivables existing on the Restatement Effective Date (the “Actual Effective Date Purchase Price”). If the Initial Effective Date Purchase Price paid by the Buyer on the Restatement Effective Date is greater than the Actual Effective Date Purchase Price, the Seller shall pay to the Buyer an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by the Buyer on the Restatement Effective Date is less than the Actual Effective Date Purchase Price, the Buyer shall pay to the Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the Intercompany Note for the account of the 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 or provided for (without duplication) by the Buyer in the manner provided in Section 2.02(c) below on the date of the initial Purchase from the Seller and on each Purchase Date thereafter until the Termination Date. (c) The Purchase Price for Receivables shall be paid by the Buyer on each Purchase Date (including the initial Purchase Date) as follows: (i) by netting the amount of any Purchase Price Credits pursuant to Section 2.03 against such Purchase Price; (ii) to the extent available for such purpose (as determined by the Buyer), in cash; and (iii) by means of an addition to the principal amount of the Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price. The Seller may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect the Seller’s rights. Notwithstanding the foregoing, the parties hereto agree that an amount of the Purchase Price payable to Nalco Company equal to $50,000,000 shall be deemed to be a contribution of capital by Nalco Company to the Buyer and the balance of the Purchase Price shall be paid or provided for as set forth above in this Section 2.02(c). (d) The Seller shall be responsible, in accordance with Section 2.02(a), for allocating the payment of the Purchase Price for Receivables and any amounts netted therefrom pursuant to Section 2.02(c)(i) or credited to the Seller in the form of cash to be paid pursuant to Sections 2.02(c)(ii) or in the form of an addition to the principal amount of the Intercompany Note pursuant to Section 2.02(c)(iii). All amounts payable by the Buyer in respect of the Purchase Price of Receivables shall be paid by the Buyer to an account of the Seller. (e) Prior to the date on which the Collection Agent must prepare and deliver any report pursuant to Section 2.11 of the Receivables Transfer Agreement, the Seller and the Buyer will make available to the Collection Agent all information necessary for the preparation of such report including, without limitation, (i) information regarding all Purchases and Purchase Price Credits occurring during the calendar month (or week, as applicable) to be covered in such report, (ii) the aggregate original Outstanding Balance of the Receivables sold by the Seller during such calendar month (or week, if applicable), the aggregate Purchase Price for such Receivables sold by the Seller and the components of payment as provided in Section 2.02(c) above and in connection therewith, the Buyer and the Seller shall, after giving effect to the application of payments provided in Sections 2.02(c) and 2.04(b) in respect of such calendar month (or week, if applicable) reconcile the amounts owed to each other in respect of that period as provided in Section 2.04(c).

Payment for the Purchases. (a) The Subject to the terms and conditions of this Agreement and the provisions specified in Section 2.2(b) below with respect to the permitted Deferred Purchase Price, the Purchase Price for each Purchase from the Seller shall be payable in full by the Buyer to the Seller or its designee on each Purchase Date and shall be paid to by the Seller Transferee in full on the applicable Purchase Date (including the Initial Purchase Date) in the manner provided specified in this Article II; provided Section 2.2(d). (b) The parties hereto intend the Purchase Price with respect to any Acquired Receivables and Receivables Property related thereto to represent fair consideration, reasonably equivalent value and fair market value of such Acquired Receivables and Receivables Property. In the event the parties determine that for purposes the calculation of the Purchase Date occurring on Price no longer represents fair market value, the Restatement Effective Date, parties hereto agree to adjust the calculation of the Discount Percentage to the extent necessary to cause such Purchase Price for any future Purchases of Receivables and Receivables Property to be such fair market value. The Transferor and the Transferee acknowledge and agree that the Purchase Price for the any Purchase of Receivables shall be due and the Receivables Property existing payable on the Restatement Effective applicable Purchase Date shall be based on for such Receivable subject to the Receivables of the Seller existing as of the Cut-Off Date (the “Initial Effective Date following provisions with respect to Advanced Purchase Price and Deferred Purchase Price”). On In the first Settlement Date occurring after event that Collections on any date related to any Acquired Receivables previously sold by the Restatement Effective Date (Transferor to the “Initial Settlement Date”)Transferee exceed the aggregate Purchase Prices payable by the Transferee to the Transferor on such date, the Seller shall determine the Purchase Price for the Receivables and Receivables Property existing on the Restatement Effective Date based on the Receivables existing on the Restatement Effective Date (the “Actual Effective Date Purchase Price”). If the Initial Effective Date Purchase Price paid by the Buyer on the Restatement Effective Date is greater than the Actual Effective Date Purchase Price, the Seller shall Transferee may pay to the Buyer Transferor an amount equal to such excess as an advance payment on account of any Purchase Price that will or may be payable by the Initial Settlement Transferee to the Transferor on any following Purchase Date during the same Calculation Period (any such excess payment, an “Advanced Purchase Price”). The Transferor acknowledges and agrees that any funds received by it from the Transferee as an Advanced Purchase Price for the Purchase of Receivables shall remain the Transferee’s property until applied to the future payment of a Purchase Price for Acquired Receivables on a Purchase Date. If In the Initial Effective Date event that the aggregate amount of the Advanced Purchase Price Prices paid by the Buyer Transferee to the Transferor during any Calculation Period exceeds the aggregate Purchase Prices owed by the Transferee to the Transferor during such Calculation Period, the Transferor shall on the Restatement Effective Settlement Date is less than immediately following the Actual Effective Date Purchase Price, the Buyer shall pay end of such Calculation Period repay to the Seller Transferee an amount equal to such difference on excess Advanced Purchase Prices. In addition, the Initial Settlement Date Transferor shall track all funds received by increasing the outstanding principal amount of Transferor from the Intercompany Note for Transferee as Advanced Purchase Prices and shall at no time permit any amounts received by the account of Transferor as an Advanced Purchase Price to be applied under the U.S. RPA to any Seller in (as an “Advanced Purchase Price” under, and as defined in, the amount of the difference. U.S. RPA) (b) Upon the fulfillment of the conditions set forth in Article III, which have not been applied to the Purchase Price for Acquired Receivables) in excess of 10% of the Unpaid Balance of Acquired Receivables that qualify as Eligible Receivables then outstanding with respect to such Seller under the U.S. RPA as set forth in the most-recent Portfolio Report. In the event that Collections on any date related to any Acquired Receivables previously sold by the Transferor to the Transferee are less than the aggregate Purchase Prices payable by the Transferee to the Transferor on such date, the Transferee may defer payment to the Transferor or the Seller Agent on behalf of Transferor in an amount equal to such shortfall (any such shortfall, a “Deferred Purchase Price”), which Deferred Purchase Price shall be paid payable on the earlier of the date the Transferee has funds available therefor pursuant to Section 2.2(d) below and the immediately following Settlement Date. In addition, the Transferor (or provided the Seller Agent on its behalf) shall track all such Deferred Purchase Price amounts and shall at no time permit the amount for (without duplication) by any single Seller under the Buyer U.S. RPA to exceed 10% of the Unpaid Balance of Acquired Receivables that qualify as Eligible Receivables of such Seller as set forth in the manner provided in Section 2.02(c) below most-recent Portfolio Report. If at any time such 10% limitation would be exceeded, the Transferee shall immediately request a Subordinated Loan under the Subordinated Loan Agreement and pay the Transferor or Seller Agent on the date of the initial Purchase from the Seller and on each Purchase Date thereafter until the Termination Dateits behalf such excess. (c) The All amounts payable by the Transferee in respect of the Purchase Price for of Receivables and Receivables Property shall be paid by the Buyer Transferee to an account designated by the Transferor Agent on each behalf of the Transferor (which direction may consist of standing instructions provided by the Transferor or the Transferor Agent on behalf of the Transferor to the Transferee that shall remain in effect until changed by the Transferor or the Transferor Agent in writing. The Transferor hereby appoints the Transferor Agent as its agent for purposes of receiving such payments and taking any actions hereunder on its behalf and hereby authorizes the Transferee to make payments due to the Transferor directly to, or as directed by, the Transferor Agent. The Transferor Agent hereby accepts and agrees to such appointment. Any such payment by the Transferee to or at the direction of the Transferor Agent shall constitute a full and complete discharge of the Transferee’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Transferor Agent to the Transferor. (d) The Purchase Price for any Acquired Receivables and Receivables Property related thereto purchased hereunder shall be discharged by the Transferee on the applicable Purchase Date (including the initial Initial Purchase Date) ), subject to Section 2.3(c), as follows: (i) by netting the amount of any Advanced Purchase Price Credits pursuant made by the Transferee to Section 2.03 against the Transferor during the then applicable Calculation Period which has not previously been applied to the Purchase Price for an Acquired Receivable shall be applied to the Purchase Price for such Purchase PriceAcquired Receivables; (ii) to the extent available for such purpose (as determined purpose, in cash from Collections received by the Buyer)Transferee for reinvestment in Acquired Receivables in accordance with the Transaction Documents; (iii) to the extent available for such purpose in accordance with the Receivables Transfer Agreement, in cashcash from proceeds received thereunder; and (iiiiv) by means of an addition to the principal amount of extent sufficient cash is not available under the Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price. The Seller may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect the Seller’s rights. Notwithstanding the foregoing, the parties hereto agree that an amount of the Purchase Price payable to Nalco Company equal to $50,000,000 shall be deemed to be a contribution of capital by Nalco Company to the Buyer and the balance of the Purchase Price shall be paid or provided for as set forth above in this Section 2.02(c). (d) The Seller shall be responsibleReceivables Transfer Agreement, in accordance with Section 2.02(a), for allocating cash through a drawing under the payment of the Purchase Price for Receivables and any amounts netted therefrom pursuant to Section 2.02(c)(i) or credited to the Seller in the form of cash to be paid pursuant to Sections 2.02(c)(ii) or in the form of an addition to the principal amount of the Intercompany Note pursuant to Section 2.02(c)(iii). All amounts payable by the Buyer in respect of the Purchase Price of Receivables shall be paid by the Buyer to an account of the SellerSubordinated Loan Agreement. (e) Prior to the date on which the Collection Agent Master Servicer must prepare and deliver any report Portfolio Report or Outstanding Receivables Report or assist in the preparation of, or take such action as required with respect to, any Portfolio Report or Outstanding Receivables Report pursuant to Section 2.11 of the Servicing Agreement and the Receivables Transfer Agreement, the Seller Transferor and the Buyer Transferee will make available to the Collection Agent Master Servicer all information necessary for the preparation of such report includingPortfolio Report or Outstanding Receivables Report, without limitationincluding (i) with respect to any Portfolio Report, (ix) information regarding all Purchases hereunder and Purchase Price Credits Deemed Collections occurring during the calendar month (or week, as applicable) period to be covered in such report, and (iiy) the aggregate original Outstanding Unpaid Balance of the Receivables sold transferred by the Seller Transferor during such calendar month (or week, if applicable), period and the aggregate Purchase Price for such Receivables sold by the Seller Transferor and (ii) with respect to any Outstanding Receivables Report, (x) the components name of payment as provided in Section 2.02(ceach Obligor of the Portfolio Receivables then outstanding and (y) above and in connection therewith, the Buyer and Unpaid Balance of the Seller shall, after giving effect to the application of payments provided in Sections 2.02(c) and 2.04(b) in respect Portfolio Receivables of such calendar month (or week, if applicable) reconcile the amounts owed to each other in respect of that period as provided in Section 2.04(c)Obligor.

Payment for the Purchases. (a) The Purchase Price for each Purchase from the a Seller shall be payable in full by the Buyer to the such Seller or its designee on each Purchase Date and shall be paid to the such Seller in the manner provided in this Article II; provided that for purposes of the Purchase Date occurring on the Restatement Effective Closing Date, the Purchase Price for the Receivables and the Receivables Property existing on the Restatement Effective Closing Date shall be based on the Receivables of the each Seller existing as of the Cut-Off Date (the “"Initial Effective Date Purchase Price”"). On the first Settlement Date occurring after the Restatement Effective Closing Date (the “"Initial Settlement Date”"), the each Seller shall determine the Purchase Price for the Receivables and Receivables Property existing on the Restatement Effective Closing Date based on the Receivables existing on the Restatement Effective Closing Date (the “"Actual Effective Date Purchase Price”"). If the Initial Effective Date Purchase Price paid by the Buyer on the Restatement Effective Closing Date is greater than the Actual Effective Date Purchase PricePrice with respect to any Seller, the such Seller shall pay to the Buyer an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by the Buyer on the Restatement Effective Closing Date is less than the Actual Effective Date Purchase PricePrice with respect to any Seller, the Buyer shall pay to the such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the Intercompany Note for the account of the 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 or provided for (without duplication) by the Buyer in the manner provided in Section 2.02(c) below on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Termination DateDate with respect to such Seller. (c) The Purchase Price for Receivables shall be paid by the Buyer on each Purchase Date (including the initial Purchase Date) as follows: (i) by netting the amount of any Purchase Price Credits pursuant to Section 2.03 against such Purchase Price; (ii) to the extent available for such purpose (as determined by the Buyer), in cash; and (iii) by means of an addition to the principal amount of the Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price. The Seller may evidence Any such additional principal amounts by recording the date and amount thereof on the grid attached to the Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect the Seller’s rights. Notwithstanding the foregoing, the parties hereto agree that an amount of the Purchase Price payable to Nalco Company equal to $50,000,000 shall be deemed to be a contribution of capital by Nalco Company to the Buyer and the balance of the Purchase Price shall be paid or provided for as set forth above in this Section 2.02(c). (d) The Seller shall be responsible, in accordance with Section 2.02(a), for allocating the payment of the Purchase Price for Receivables and any amounts netted therefrom pursuant to Section 2.02(c)(i) or credited to the Seller in the form of cash to be paid pursuant to Sections 2.02(c)(ii) or in the form of an addition to the principal amount of the Intercompany Note pursuant to Section 2.02(c)(iii). All amounts payable by the Buyer in respect of the Purchase Price of Receivables shall be paid by allocated among the Buyer to an account of the Seller. Sellers (e) Prior pro rata according to the date on which the Collection Agent must prepare and deliver any report pursuant to Section 2.11 of the Receivables Transfer Agreement, the Seller and the Buyer will make available to the Collection Agent all information necessary for the preparation of such report including, without limitation, (i) information regarding all Purchases and Purchase Price Credits occurring during the calendar month (or week, as applicable) to be covered in such report, (ii) the aggregate original Outstanding Balance Balances of the Receivables sold by the Seller during such calendar month (or week, if applicable), the aggregate Purchase Price for such Receivables sold each Seller) by the Seller and Agent in accordance with the components provisions of payment as provided in this Section 2.02(c) above and in connection therewith, the Buyer and the Seller shall, after giving effect to the application of payments provided in Sections 2.02(c2.02(c)(iii) and 2.04(b) in respect of such calendar month (or week, if applicable) reconcile the amounts owed to each other in respect of that period as provided in Section 2.04(c)2.