Common use of Payment of Price Differential and Fees Clause in Contracts

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and each Seller intend that the Transactions each Transaction hereunder be sales constitute a sale to Buyer of the Purchased AssetsAssets subject thereto, each Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give the applicable Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect such Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller Sellers shall pay to Buyer all fees (and other amounts as and when due as set forth in this Agreement including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Upsize Fee) and other amounts as and when due as set forth in , each of which shall be paid pursuant to the terms of the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s 's failure to deliver such notice shall not affect Seller’s 's obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date preceding each Remittance Date; provided, that Buyer’s 's failure to deliver such notice shall not affect Seller’s 's obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee, the Initial Facility Termination Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, Seller the Sellers shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller the Sellers notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s the Sellers’ obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller The Sellers shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions each Transaction hereunder be sales constitute a sale to Buyer of the Purchased AssetsAssets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. In addition thereto, interest shall accrue on all past due (after taking into account all applicable notice and cure periods) amounts otherwise due from Seller to Buyer under this Agreement at a rate equal to the Pricing Rate. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) The terms and conditions related to the payment by Seller shall pay and Guarantor to Buyer all of certain fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as expenses are set forth in Section 2 of the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Agent, each Buyer and Seller intend that the Transactions Transaction hereunder be sales a sale to Agent and each Buyer of the Purchased AssetsAsset, Seller shall pay to Buyer Agent the accrued value of the Price Differential for each the Purchased Asset on each Remittance Date. Buyer Agent shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that BuyerAgent’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer Agent shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer Agent all fees (and other amounts, including, without limitation, the Structuring Feeany Fees, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in this Agreement and the Fee and Pricing Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions each Transaction entered into hereunder be sales constitute a sale to Buyer of the Purchased AssetsAssets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Exit Fee, the Funding Fee, the Non-Utilization Fee, the Extension Fee, the Structuring Fee and the Non-Utilization Upsize Fee) and other amounts as and when due as set forth in this Agreement and in the Fee Letter.. -44- LEGAL02/38049601v7

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased AssetsAssets for all purposes other than U.S. federal income tax purposes, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due due, as set forth in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions each Transaction entered into hereunder be sales constitute a sale to Buyer of the Purchased AssetsAssets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) Seller shall pay to Buyer all fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as set forth in this Agreement and in the Fee Letter.

Payment of Price Differential and Fees. (a) Notwithstanding that Buyer and Seller intend that the Transactions each Transaction hereunder be sales constitute a sale to Buyer of the Purchased AssetsAssets subject thereto, Seller shall pay to Buyer the accrued value of the Price Differential for each Purchased Asset on each Remittance Date. Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under the Repurchase Documents on or prior to the Determination Date second (2nd) Business Day preceding each Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect (i) the accrual of such obligations in accordance with this Agreement or (ii) Seller’s obligation to pay such amounts. If the Price Differential includes any estimated Price Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if necessary, make adjustments to the Price Differential amount due on the following Remittance Date. (b) The terms and conditions related to the payment by Seller shall pay and Guarantor to Buyer all of certain fees (including, without limitation, the Structuring Fee, the Extension Fee and the Non-Utilization Fee) and other amounts as and when due as expenses are set forth in Section 2 of the Fee Letter.