Common use of Settlement of Purchase Price Clause in Contracts

Settlement of Purchase Price. Although the Purchase Price for each Receivable Asset coming into existence after the Initial Cutoff Date shall be paid in full by the Purchaser to the Seller on the date such Receivable Asset is purchased, a precise reconciliation of the Purchase Price between the Purchaser and the Seller shall be effected on each Settlement Date with respect to all Receivable Assets transferred during the Month most recently ended prior to such Settlement Date and based on the information contained in the Borrower Report most recently delivered by the Servicer pursuant to the Financing Agreement for such Month (or if Settlement Dates occur more frequently than Monthly, in the Report most recently delivered). Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 2.02(d) and any contribution of capital by the Seller to Purchaser made pursuant to Section 2.02(c) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, the Seller shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Month and shall account for such net increase or net reduction in its books and records. If the Purchaser shall fail to make any payment of the applicable Purchase Price in respect of any Purchase on the date such Purchase Price is due hereunder then the Seller may, upon written notice to the Purchaser and the Program Agent (as assignee of the Purchaser), elect to terminate its obligation to sell Receivable Assets to the Purchaser hereunder and its obligation to make Subordinated Loans.

Settlement of Purchase Price. Although the Purchase Price for each Receivable Asset coming into existence after the Initial Cutoff Date shall be paid in full by the Purchaser to the Seller Originators on the date such Receivable Asset is purchased, a precise reconciliation of the Purchase Price between the Purchaser and the Seller Originators shall be effected on each Settlement Date with respect to all Receivable Assets transferred during the Month most recently ended prior to such Settlement Date and based on the information contained in the Borrower Report most recently delivered by the Servicer pursuant to the Financing Agreement for such Month (or if Settlement Dates occur more frequently than Monthly, in the Applicable Report most recently delivered). Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 2.02(d) and any contribution of capital by the Seller Originators to Purchaser made pursuant to Section 2.02(c) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, the Seller HLIOC shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Month and shall account for such net increase or net reduction in its books and records. If the Purchaser shall fail to make any payment of the applicable Purchase Price in respect of any Purchase on the date such Purchase Price is due hereunder then the Seller Originators may, upon written notice to the Purchaser and the Program Agent (as assignee of the Purchaser), elect to terminate its obligation to sell Receivable Assets to the Purchaser hereunder and its obligation to make Subordinated Loans.

Settlement of Purchase Price. Although the Purchase Price for each Receivable Asset coming into existence after the Initial Cutoff Date shall be paid in full by the Purchaser to the Seller Originators on the date such Receivable Asset is purchased, a precise reconciliation of the Purchase Price between the Purchaser and the Seller Originators shall be effected on each Settlement Date with respect to all Receivable Assets transferred during the Month most recently ended prior to such Settlement Date and based on the information contained in the Borrower Report most recently delivered by the Servicer pursuant to the Financing Agreement for such Month (or if Settlement Dates occur more frequently than Monthly, in the Report most recently delivered). Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 2.02(d) and any contribution of capital by the Seller Originators to Purchaser made pursuant to Section 2.02(c) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, the Seller HLIOC shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Month and shall account for such net increase or net reduction in its books and records. If the Purchaser shall fail to make any payment of the applicable Purchase Price in respect of any Purchase on the date such Purchase Price is due hereunder then the Seller Originators may, upon written notice to the Purchaser and the Program Agent (as assignee of the Purchaser), elect to terminate its obligation to sell Receivable Assets to the Purchaser hereunder and its obligation to make Subordinated Loans.

Settlement of Purchase Price. Although the Purchase Price for each Receivable Asset coming into existence after the Initial Cutoff Date shall be paid in full by the Purchaser to the Seller on the date such Receivable Asset is purchased, a precise reconciliation of the Purchase Price between the Purchaser and the Seller shall be effected on each Settlement Date with respect to all Receivable Assets transferred during the Month most recently ended prior to such Settlement Date and based on the information contained in the Borrower Report most recently delivered by the Servicer pursuant to the Financing Agreement for such Month (or if Settlement Dates occur more frequently than Monthly, in the Applicable Report most recently delivered). Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 2.02(d) and any contribution of capital by the Seller to Purchaser made pursuant to Section 2.02(c) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid. On each Settlement Date, the Seller shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note occurring during the immediately preceding Month and shall account for such net increase or net reduction in its books and records. If the Purchaser shall fail to make any payment of the applicable Purchase Price in respect of any Purchase on the date such Purchase Price is due hereunder then the Seller may, upon written notice to the Purchaser and the Program Agent (as assignee of the Purchaser), elect to terminate its obligation to sell Receivable Assets to the Purchaser hereunder and its obligation to make Subordinated Loans.

Settlement of Purchase Price. Although On the Purchase Price for each Receivable Asset coming into existence after second business day following (i) the Initial Cutoff Date shall be paid in full by expiration of sixty (60) calendar days following delivery of the Purchaser Preliminary Audited Closing Balance Sheet to Buyer and Seller if neither Seller nor Buyer has objected to the Preliminary Audited Closing Balance Sheet, or (ii) if either Seller on or Buyer shall have objected to the date such Receivable Asset is purchasedPreliminary Audited Closing Balance Sheet, a precise reconciliation final determination of the Purchase Price between the Purchaser and the Seller shall be effected on each Settlement Date with respect to all Receivable Assets transferred during the Month most recently ended prior to such Settlement Date and based on the information contained in the Borrower Report most recently delivered by the Servicer pursuant to the Financing Agreement for such Month (or if Settlement Dates occur more frequently than Monthly, in the Report most recently delivered). Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made disputed items pursuant to Section 2.02(d5.1(d), Buyer shall deliver to Seller a revised Subordinated Promissory Note in exchange for the Subordinated Promissory Note delivered to Seller at Closing, which Seller shall deliver to Buyer for cancellation. Such revised Subordinated Promissory Note will reflect the principal outstanding equal to the Final Adjusted Net Book Value, less the sum of (i) the Share Amount, (ii) the Cash Payment and any contribution of capital by (iii) the Seller to Purchaser made Share Price Adjustment, if applicable pursuant to Section 2.02(c) 3.3.4 (such difference being referred to as the "Adjustment Amount"). This revised Subordinated Promissory Note shall otherwise be deemed on the same terms and conditions as the Subordinated Promissory Note delivered by Buyer to have occurred Seller and substituted for the Subordinated Promissory Note delivered by Buyer at Closing. As used herein, "Final Adjusted Net Book Value" shall be effective mean Net Book Value, as of the date that the Purchase Price is paid. On each Settlement Closing Date, as reflected in the Final Adjusted Net Book Value Calculation. If the Adjustment Amount is a negative number, then Seller shall determine promptly pay to Buyer an amount of cash equal to the net increase or Adjustment Amount and return to Buyer for cancellation the net reduction in Subordinated Promissory Note delivered by Buyer to Seller at Closing. To the outstanding extent the revised Subordinated Promissory Note shall have a principal amount that is less than the principal amount of the Subordinated Promissory Note occurring during the immediately preceding Month delivered by Buyer at Closing, Seller shall refund to Buyer any interest previously paid by Buyer on such excess amount, and shall account for cancel any accrued but unpaid interest payable by Buyer on such net increase or net reduction in its books and records. If excess amount (or, if not permitted by the Purchaser shall fail Subordinated Promissory Note, repay to make any Buyer such interest after payment of such interest by Buyer) with respect to periods ending prior to the applicable Purchase Price in respect date of any Purchase substitution. To the extent the revised Subordinated Promissory Note shall have a principal amount that exceeds the principal amount of the Subordinated Promissory Note delivered by Buyer at Closing, Buyer shall pay to Seller, on the next succeeding interest payment date under the terms of the Subordinated Promissory Note, interest at the rate specified in the Subordinated Promissory Note on the amount of such Purchase Price is due hereunder then the Seller may, upon written notice difference with respect to the Purchaser period beginning on the Closing Date and ending prior to the date of substitution. Seller agrees that it shall not sell or otherwise transfer the Subordinated Promissory Note until the Final Adjusted Net Book Value is determined in accordance with this Section 5.2 and the Program Agent (as assignee exchange of the Purchaser), elect to terminate its obligation to sell Receivable Assets to the Purchaser hereunder and its obligation to make Subordinated Loansnotes contemplated by this Section 5.2 has occurred.