Purchase Price Payments and Capital Contributions. 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 Receivables sold and contributed to the Buyer by the Originator on each Payment Date as follows (and in the following order of priority):
Purchase Price Payments and Capital Contributions. (a) The Receivables of each Originator in existence on the Initial Conveyance Date are hereby sold (or contributed, as applicable) and assigned to the Buyer by such Originator on the date hereof. Each Receivable of each Originator coming into existence after the Initial Conveyance Date, shall be sold or (at the option of P66 Company) contributed to the Buyer on the Business Day occurring immediately after the day such Receivable is originated and the Purchase Price for such Receivable shall be due and owing in full by the Buyer to such Originator on such Business Day (except that the Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to the Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b) and (c).
Purchase Price Payments and Capital Contributions. 5 SECTION 3.1 Purchase Price Payments and Capital Contributions 5 SECTION 3.2 Subordinated Loans; Subordinated Loan Agreement 7 SECTION 3.3 Settlement as to Specific Receivables and Dilution. 7 ARTICLE IV EFFECTIVENESS; ADDITIONAL ORIGINATORS 8 SECTION 4.1 Effectiveness 8 SECTION 4.2 Additional Originators 8 ARTICLE V REPRESENTATIONS AND WARRANTIES 9 SECTION 5.1 Existence and Power 9 SECTION 5.2 Due Qualification 9 SECTION 5.3 Power and Authority; Due Authorization 9 SECTION 5.4 Binding Obligations 10 SECTION 5.5 No Conflict or Violation 10 SECTION 5.6 Litigation and Other Proceedings 10 SECTION 5.7 Governmental Approvals 10 SECTION 5.8 Valid Sale 11 SECTION 5.9 Accuracy of Information 11 SECTION 5.10 Material Adverse Effect 11 SECTION 5.11 Names and Location 11 SECTION 5.12 Margin Regulations 11 SECTION 5.13 Eligible Receivables 12 SECTION 5.14 Credit and Collection Policy 12 127299818\V-5 CONTENTS Clause Subject Matter Page SECTION 5.15 Investment Company Act 12 SECTION 5.16 Financial Condition. 12 SECTION 5.17 Bulk Sales Act 12 SECTION 5.18 Taxes 12 SECTION 5.19 ERISA. 12 SECTION 5.20 No Fraudulent Conveyance 13 SECTION 5.21 Ordinary Course of Business 13 SECTION 5.22 Good Title; Perfection 13 SECTION 5.23 Perfection Representations 14 SECTION 5.24 Reliance on Separate Legal Identity 15 SECTION 5.25 Enforceability of Contracts 15 SECTION 5.26 Nature of Pool Receivables 15 SECTION 5.27 Compliance with Law 15 SECTION 5.28 Servicing Programs 15 SECTION 5.29 Compliance with Transaction Documents 15 ARTICLE VI COVENANTS OF THE ORIGINATORS 15 SECTION 6.1 Covenants 15 SECTION 6.2 Separateness Covenants 22
Purchase Price Payments and Capital Contributions. 6 SECTION 3.1 Purchase Price Payments and Capital Contributions 6 SECTION 3.2 Subordinated Loans; Subordinated Loan Agreement 7 SECTION 3.3 Settlement as to Specific Receivables and Dilution. 8 ARTICLE IV EFFECTIVENESS; ADDITIONAL ORIGINATORS 9 SECTION 4.1 Effectiveness 9 SECTION 4.2 Additional Originators 9
