Common use of Payment of Sale Price Clause in Contracts

Payment of Sale Price. In consideration for each Sale of Sold Receivables hereunder, Receivables Purchaser shall pay to the Receivables Seller on the Transfer Date therefor the Sale Price in the following manner: (i) for any Sale of Sold Receivables occurring on the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, to the extent of the amount of cash available to Receivables Purchaser; and (ii) for any Sale of Sold Receivables occurring on any Transfer Date after the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, to the extent of the amount of cash available to Receivables Purchaser; and (B) the balance, by delivery of the proceeds of a subordinated revolving loan from the Receivables Seller to Receivables Purchaser (each, a "Subordinated Loan" and collectively, the "Subordinated Loans") in an amount not to exceed the least of (A) the remaining unpaid portion of the Sale Price, (B) the maximum Subordinated Loan that could be borrowed without rendering the Receivables Purchaser's Net Worth Percentage to be less than 5% and (C) fifteen percent (15%) of the maximum then Outstanding Balance of the Transferred Receivables. On the date hereof, the Receivables Purchaser shall issue to the Receivables Seller, a subordinated note (the "Subordinated Note") substantially in the form of Exhibit 2.1(c) hereto. The Receivables Seller is hereby authorized by Receivables Purchaser to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Receivables Purchaser thereunder. Subject to the limitations set forth in this Section 2.1(c), the Receivables Seller irrevocably agrees to advance each Subordinated Loan requested by Receivables Purchaser on each applicable Transfer Date occurring on or prior to the Facility Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Receivables Purchaser is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers or the Administrative Agent.

Payment of Sale Price. (i) In consideration for each Sale of Sold Receivables hereunder, Receivables Purchaser Buyer shall pay to the Receivables Seller Originator thereof on the Transfer Date therefor the applicable Sale Price in the following manner: therefor (ix) for any Sale of Sold Receivables occurring on the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, (y) upon the request of an Originator, by causing an L/C Issuer to issue a Letter of Credit for the benefit of such Originator as more fully described in clause (iii) below, or (z) with the proceeds of a Subordinated Loan as provided in clause (ii) below. All cash payments by Buyer under this Section 2.01(c)(i) shall be effected by means of a wire transfer or Automatic Clearinghouse (ACH) on the day when due to such account or accounts as the Originators may designate from time to time. (ii) To the extent that the Sale Price of Sold Receivables exceeds the amount of cash then available to Receivables Purchaser; and Buyer (ii) for any Sale of Sold Receivables occurring on any Transfer Date after and is not otherwise paid through the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, to the extent of the amount of cash available to Receivables Purchaser; and (B) the balance, by delivery of the proceeds issuance of a Letter of Credit and an advance under the related L/C Note), the applicable Originator hereby agrees to make a subordinated revolving loan from the Receivables Seller to Receivables Purchaser (each, a "“Subordinated Loan" and collectively, the "Subordinated Loans"”) to Buyer in an amount not to exceed the least lesser of (Ai) the remaining unpaid amount of such excess in satisfaction of the equivalent portion of the Sale Price, Price not paid in cash and (Bii) the maximum Subordinated Loan that could be borrowed without rendering the Receivables Purchaser's Buyer’s Net Worth Percentage to be less than 5% and (C) fifteen percent (15%) the Required Capital Amount. The Subordinated Loans of the maximum then Outstanding Balance of the Transferred Receivables. On the date hereof, the Receivables Purchaser an Originator shall issue to the Receivables Seller, be evidenced by a subordinated promissory note (the "Subordinated Note") substantially in the form of Exhibit 2.1(c2.01(c)(ii) hereto. The Receivables Seller is hereby authorized hereto (each, a “Subordinated Note”) executed by Receivables Purchaser Buyer and payable to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Receivables Purchaser thereunder. Subject to the limitations set forth in this Section 2.1(c), the Receivables Seller irrevocably agrees to advance each Subordinated Loan requested by Receivables Purchaser on each applicable Transfer Date occurring on or prior to the Facility Termination DateOriginator. The Subordinated Loans shall bear interest and be payable as provided in the applicable Subordinated Note. (iii) If an Originator so requests, Buyer shall pay all or part of the Sale Price of Sold Receivables of such Originator to be paid by causing the Administrative Agent to arrange for the issuance by an L/C Issuer of a Letter of Credit in favor of one or more beneficiaries selected by such Originator. In the event that an Originator requests that all or any portion of the Sale Price of Sold Receivables be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide Buyer with such information as is necessary for Buyer to obtain such Letter of Credit from the applicable L/C Issuer (pursuant to the terms of the Funding Agreement). Such Originator shall reimburse Buyer for its expenses incurred in connection with obtaining such Letter of Credit and shall also pay to Buyer a fee in an amount equal to .125% of the face amount thereof for procuring such Letter of Credit; provided that such fee may be offset against the outstanding principal amount of the Subordinated Note payable to such Originator. No Originator shall have any reimbursement obligations in respect of any Letter of Credit. The face amount of each Letter of Credit shall be applied (x) as a deduction from the applicable Sale Price otherwise payable by Buyer, (y) to the extent such face amount exceeds such Sale Price, as a reduction in the aggregate outstanding principal amount of the Subordinated Note of the related Originator and (z) to the extent the aggregate outstanding principal amount of the Subordinated Note has been reduced to zero, as a credit against the Sale Price payable for future purchases of Receivables. The aggregate deductions, reductions and credits under clauses (x), (y) and (z) of the preceding sentence shall be evidenced byby a note in the form of Exhibit 2.01(c)(iii) hereto (a “L/C Note”), and shall be payable in accordance with the terms and provisions of the Subordinated L/C Note and this Agreement. The principal amount of each L/C Note shall be reduced by the amount of any draws on the related Letters of Credit. In the event that a Letter of Credit (as the same may be extended, replaced or renewed and after giving effect to any partial draws) expires undrawn, the remaining principal amount of the related L/C Note shall be payable solely from funds which Receivables Purchaser is not required under the Purchase Agreement within 10 Business Days thereafter and, upon giving effect to set aside for the benefit of, or otherwise pay over tosuch payment, the Purchasers or the Administrative Agentprincipal amount of such L/C Note shall be reduced by an amount equal to such payment.

Payment of Sale Price. (i) In consideration for each Sale of Sold Receivables hereunder, Receivables Purchaser Buyer shall pay to the Receivables Seller Originator thereof on the Transfer Date therefor the applicable Sale Price in the following manner: therefor (ix) for any Sale of Sold Receivables occurring on the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, (y) upon the request of an Originator, by causing an L/C Issuer to issue a Letter of Credit for the benefit of such Originator as more fully described in clause (iii) below, or (z) with the proceeds of a Subordinated Loan as provided in clause (ii) below. All cash payments by Buyer under this Section 2.01(c)(i) shall be effected by means of a wire transfer or Automatic Clearinghouse (ACH) on the day when due to such account or accounts as the Originators may designate from time to time. (ii) To the extent that the Sale Price of Sold Receivables exceeds the amount of cash then available to Receivables Purchaser; and Buyer (ii) for any Sale of Sold Receivables occurring on any Transfer Date after and is not otherwise paid through the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, to the extent of the amount of cash available to Receivables Purchaser; and (B) the balance, by delivery of the proceeds issuance of a Letter of Credit and an advance under the related L/C Note), the applicable Originator hereby agrees to make a subordinated revolving loan from the Receivables Seller to Receivables Purchaser (each, a "“Subordinated Loan" and collectively, the "Subordinated Loans"”) to Buyer in an amount not to exceed the least lesser of (Ai) the remaining unpaid amount of such excess in satisfaction of the equivalent portion of the Sale Price, Price not paid in cash and (Bii) the maximum Subordinated Loan that could be borrowed without rendering the Receivables Purchaser's Buyer’s Net Worth Percentage to be less than 5% and (C) fifteen percent (15%) the Required Capital Amount. The Subordinated Loans of the maximum then Outstanding Balance of the Transferred Receivables. On the date hereof, the Receivables Purchaser an Originator shall issue to the Receivables Seller, be evidenced by a subordinated promissory note (the "Subordinated Note") substantially in the form of Exhibit 2.1(c2.01(c)(ii) hereto. The Receivables Seller is hereby authorized hereto (a “Subordinated Note”) executed by Receivables Purchaser Buyer and payable to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Receivables Purchaser thereunder. Subject to the limitations set forth in this Section 2.1(c), the Receivables Seller irrevocably agrees to advance each Subordinated Loan requested by Receivables Purchaser on each applicable Transfer Date occurring on or prior to the Facility Termination DateOriginator. The Subordinated Loans shall bear interest and be payable as provided in the Subordinated Note. (iii) If an Originator so requests, Buyer shall pay all or part of the Sale Price of Sold Receivables of such Originator to be paid by causing the Administrative Agent to arrange for the issuance by an L/C Issuer of a Letter of Credit in favor of one or more beneficiaries selected by such Originator. In the event that an Originator requests that all or any portion of the Sale Price of Sold Receivables be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide Buyer with such information as is necessary for Buyer to obtain such Letter of Credit from the applicable L/C Issuer (pursuant to the terms of the Funding Agreement). Such Originator shall reimburse Buyer for its expenses incurred in connection with obtaining such Letter of Credit and shall also pay to Buyer a fee in an amount equal to .125% of the face amount thereof for procuring such Letter of Credit; provided that such fee may be offset against the outstanding principal amount of the Subordinated Note payable to such Originator. No Originator shall have any reimbursement obligations in respect of any Letter of Credit. The face amount of each Letter of Credit shall be applied (x) as a deduction from the applicable Sale Price otherwise payable by Buyer, (y) to the extent such face amount exceeds such Sale Price, as a reduction in the aggregate outstanding principal amount of the Subordinated Note of the related Originator and (z) to the extent the aggregate outstanding principal amount of the Subordinated Note has been reduced to zero, as a credit against the Sale Price payable for future purchases of Receivables. The aggregate deductions, reductions and credits under clauses (x), (y) and (z) of the preceding sentence shall be evidenced byby a note in the form of Exhibit 2.01(c)(iii) hereto (a “L/C Note”), and shall be payable in accordance with the terms and provisions of the Subordinated L/C Note and this Agreement. The principal amount of each L/C Note shall be reduced by the amount of any draws on the related Letters of Credit. In the event that a Letter of Credit (as the same may be extended, replaced or renewed and after giving effect to any partial draws) expires undrawn, the remaining principal amount of the related L/C Note shall be payable solely from funds which Receivables Purchaser is not required under the Purchase Agreement within 10 Business Days thereafter and, upon giving effect to set aside for the benefit of, or otherwise pay over tosuch payment, the Purchasers or the Administrative Agentprincipal amount of such L/C Note shall be reduced by an amount equal to such payment.

Payment of Sale Price. (i) In consideration for each Sale of Sold Receivables hereunder, Receivables Purchaser Buyer shall pay to the Receivables Seller Originator thereof on the Transfer Date therefor the applicable Sale Price in the following manner: therefor (ix) for any Sale of Sold Receivables occurring on the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, funds or (y) with the proceeds of a Subordinated Loan as provided in clause (ii) below. All cash payments by Buyer under this Section 2.01(c)(i) shall be effected by means of a wire transfer on the day when due to such account or accounts as the Originators may designate from time to time. (ii) To the extent that the Sale Price of Sold Receivables exceeds the amount of cash then available to Receivables Purchaser; and (ii) for any Sale of Sold Receivables occurring on any Transfer Date after the initial Transfer Date: (A) by delivery in Dollars in immediately available fundsBuyer, each applicable Originator hereby agrees to the extent of the amount of cash available to Receivables Purchaser; and (B) the balance, by delivery of the proceeds of make a subordinated revolving loan from the Receivables Seller to Receivables Purchaser (each, a "“Subordinated Loan" and collectively, the "Subordinated Loans"”) to Buyer in an amount not to exceed the least lesser of (Ai) the remaining unpaid amount of such excess in satisfaction of the equivalent portion of the Sale Price, Price not paid in cash and (Bii) the maximum Subordinated Loan that could be borrowed without rendering the Receivables Purchaser's Buyer’s Net Worth Percentage less than the Required Capital Amount. Notwithstanding the foregoing, no Canadian Originator shall make Subordinated Loans, and such Canadian Originator shall be entitled to be less than 5% paid the Sale Price in cash, unless and (C) fifteen percent (15%) of the maximum then Outstanding Balance of the Transferred Receivables. On the date hereof, the Receivables Purchaser shall issue until Parent otherwise elects by written notice to the Receivables SellerBuyer and the Administrative Agent and such Subordinated Loans are subject to such terms as are acceptable to the Canadian Originator, Buyer and Administrative Agent to ensure that interest payments on such Subordinated Loans will not be subject to withholding tax, deduction or other Charge. The Subordinated Loans of an Originator shall be evidenced by a subordinated promissory note (the "Subordinated Note") substantially in the form of Exhibit 2.1(c2.01(c)(ii) heretohereto (a “Subordinated Note”) executed by Buyer and payable to such Originator. The Receivables Seller is hereby authorized by Receivables Purchaser to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Receivables Purchaser thereunder. Subject to the limitations set forth in this Section 2.1(c), the Receivables Seller irrevocably agrees to advance each Each Subordinated Loan requested by Receivables Purchaser on each applicable Transfer Date occurring on or prior to the Facility Termination Date. The Subordinated Loans shall be evidenced by, bear interest and shall be payable as provided in accordance with the terms and provisions of the related Subordinated Note and shall be payable solely from funds which Receivables Purchaser is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers or the Administrative AgentNote.

Payment of Sale Price. (i) In consideration for each Sale of Sold Receivables hereunder, Receivables Purchaser Buyer shall pay to the Receivables Seller Originator thereof on the Transfer Date therefor the applicable Sale Price in the following manner: therefor (ix) for any Sale of Sold Receivables occurring on the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, (y) upon the request of an Originator, by causing an L/C Issuer to issue a Letter of Credit for the benefit of such Originator as more fully described in clause (iii) below, or (z) with the proceeds of a Subordinated Loan as provided in clause (ii) below. All cash payments by Buyer under this Section 2.01(c)(i) shall be effected by means of a wire transfer or Automatic Clearinghouse (ACH) on the day when due to such account or accounts as the Originators may designate from time to time. (ii) To the extent that the Sale Price of Sold Receivables exceeds the amount of cash then available to Receivables Purchaser; and Buyer (ii) for any Sale of Sold Receivables occurring on any Transfer Date after and is not otherwise paid through the initial Transfer Date: (A) by delivery in Dollars in immediately available funds, to the extent of the amount of cash available to Receivables Purchaser; and (B) the balance, by delivery of the proceeds issuance of a Letter of Credit and an advance under the related L/C Note), the applicable Originator hereby agrees to make a subordinated revolving loan from the Receivables Seller to Receivables Purchaser (each, a "“Subordinated Loan" and collectively, the "Subordinated Loans"”) to Buyer in an amount not to exceed the least lesser of (Ai) the remaining unpaid amount of such excess in satisfaction of the equivalent portion of the Sale Price, Price not paid in cash and (Bii) the maximum Subordinated Loan that could be borrowed without rendering the Receivables Purchaser's Buyer’s Net Worth Percentage to be less than 5% and (C) fifteen percent (15%) the Required Capital Amount. The Subordinated Loans of the maximum then Outstanding Balance of the Transferred Receivables. On the date hereof, the Receivables Purchaser an Originator shall issue to the Receivables Seller, be evidenced by a subordinated promissory note (the "Subordinated Note") substantially in the form of Exhibit 2.1(c2.01(c)(ii) hereto. The Receivables Seller is hereby authorized hereto (a “Subordinated Note”) executed by Receivables Purchaser Buyer and payable to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Receivables Purchaser thereunder. Subject to the limitations set forth in this Section 2.1(c), the Receivables Seller irrevocably agrees to advance each Subordinated Loan requested by Receivables Purchaser on each applicable Transfer Date occurring on or prior to the Facility Termination DateOriginator. The Subordinated Loans shall bear interest and be payable as provided in the Subordinated Note. (iii) If an Originator so requests, Buyer shall pay all or part of the Sale Price of Sold Receivables of such Originator to be paid by causing the Administrative Agent to arrange for the issuance by an L/C Issuer of a Letter of Credit in favor of one or more beneficiaries selected by such Originator. In the event that an Originator requests that all or any portion of the Sale Price of Sold Receivables be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide Buyer with such information as is Receivables Sale and Servicing Agreement necessary for Buyer to obtain such Letter of Credit from the applicable L/C Issuer (pursuant to the terms of the Funding Agreement). Such Originator shall reimburse Buyer for its expenses incurred in connection with obtaining such Letter of Credit and shall also pay to Buyer a fee in an amount equal to .125% of the face amount thereof for procuring such Letter of Credit; provided that such fee may be offset against the outstanding principal amount of the Subordinated Note payable to such Originator. No Originator shall have any reimbursement obligations in respect of any Letter of Credit. The face amount of each Letter of Credit shall be applied (x) as a deduction from the applicable Sale Price otherwise payable by Buyer, (y) to the extent such face amount exceeds such Sale Price, as a reduction in the aggregate outstanding principal amount of the Subordinated Note of the related Originator and (z) to the extent the aggregate outstanding principal amount of the Subordinated Note has been reduced to zero, as a credit against the Sale Price payable for future purchases of Receivables. The aggregate deductions, reductions and credits under clauses (x), (y) and (z) of the preceding sentence shall be evidenced byby a note in the form of Exhibit 2.01(c)(iii) hereto (a “L/C Note”), and shall be payable in accordance with the terms and provisions of the Subordinated L/C Note and this Agreement. The principal amount of each L/C Note shall be reduced by the amount of any draws on the related Letters of Credit. In the event that a Letter of Credit (as the same may be extended, replaced or renewed and after giving effect to any partial draws) expires undrawn, the remaining principal amount of the related L/C Note shall be payable solely from funds which Receivables Purchaser is not required under the Purchase Agreement within 10 Business Days thereafter and, upon giving effect to set aside for the benefit of, or otherwise pay over tosuch payment, the Purchasers or the Administrative Agentprincipal amount of such L/C Note shall be reduced by an amount equal to such payment.