Common use of Subsequent Purchase Price Payments; Subsequent Contributions of Receivables Clause in Contracts

Subsequent Purchase Price Payments; Subsequent Contributions of Receivables. (a) On each Payment Date subsequent to the Closing Date for each Originator, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables sold by such Originator hereunder on such Payment Date: (a) FIRST, in cash to the extent the Company has cash available therefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) SECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under such Originator’s Company Note shall be automatically increased by an amount equal to such remaining Purchase Price, so long as the aggregate principal amount of all of the Company Notes does not cause the Company’s tangible net worth to be less than the greater of (i) $8,400,000 and (ii) the amount that is 2.4% of the Purchase Limit as of such date. The total consideration paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall represent a reasonable arm’s length price for the Receivables so sold by such Originator and shall constitute reasonably equivalent value for the Receivables so sold by such Originator. Each Originator shall make all appropriate record keeping entries with respect to the Company Notes payable to it to reflect the foregoing payments and reductions made pursuant to Section 3.3, and such Originator’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, the Company Note payable to such Originator at any time. (b) As contemplated in Sections 1.1 and 1.2, TXU may (but shall have no obligation to), from time to time subsequent to the Closing Date for TXU, contribute Receivables to the capital of the Company. All such contributions shall be properly reflected by TXU and the Company in their respective books and records.

Subsequent Purchase Price Payments; Subsequent Contributions of Receivables. (a) On each Payment Date subsequent to the Closing Date for each Originator, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables sold by such Originator hereunder on such Payment Date: (a) FIRST, in cash to the extent the Company has cash available therefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) SECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under such Originator’s Originator’sthe Company Note shall be automatically increased by an amount equal to such remaining Purchase Price, so long as the aggregate principal amount of all of the Company Notes NotesNote does not cause the Company’s tangible net worth to be less than the greater of (i) $8,400,000 and (ii) the amount that is 2.4% of the Purchase Limit as of such date. The total consideration paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall represent a reasonable arm’s length price for the Receivables so sold by such Originator and shall constitute reasonably equivalent value for the Receivables so sold by such Originator. Each Originator OriginatorThe Servicer shall make all appropriate record keeping entries with respect to the Company Notes payable to it itNote to reflect (x) the foregoing payments and reductions made pursuant to Section 3.3, and such Originator’s (y) the portion of the aggregate principal amount outstanding under the Company Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Company Note payable to such at any time and (y) the respective portions of the aggregate principal amount outstanding under the Company Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Note “CANCELED” and to return the Company Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Each Originator acknowledges that it has received a copy of the Company Note and agrees to be bound by, and to comply with, all the terms of the Company Note, including, without limitation, the subordination provisions set forth in paragraph 9 thereof. (b) As contemplated in Sections 1.1 and 1.2, TXU may (but shall have no obligation to), from time to time subsequent to the Closing Date for TXU, contribute Receivables to the capital of the Company. All such contributions shall be properly reflected by TXU and the Company in their respective books and records.

Subsequent Purchase Price Payments; Subsequent Contributions of Receivables. (a) On each Payment Date subsequent to the Closing Date for each Originator, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables sold by such Originator hereunder on such Payment Date: (a) FIRST, in cash to the extent the Company has cash available therefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) SECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under such Originator’s the applicable Company Note shall be automatically increased by an amount equal to such remaining Purchase Price, so long as the aggregate principal amount of all of the Company Notes does not cause the Company’s tangible net worth Tangible Net Worth to be less than the greater of (i) $8,400,000 and (ii) the amount that is 2.43% of the Purchase Limit as aggregate Outstanding Balance of such datethe Receivables then owned by the Company. The total consideration paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall represent a reasonable arm’s length price for the Receivables so sold by such Originator and shall constitute reasonably equivalent value for the Receivables so sold by such Originator. Each Originator shall make all appropriate record keeping entries with respect to the Company Notes payable to it to reflect the foregoing payments and reductions made pursuant to Section 3.3, and such Originator’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, the Company Note payable to such Originator at any time. (b) As contemplated in Sections 1.1 and 1.2, TXU TLMT may (but shall have no obligation to), from time to time subsequent to the Closing Date for TXUTLMT, contribute Receivables to the capital of the Company. All such contributions shall be properly reflected by TXU TLMT and the Company in their respective books and records.

Subsequent Purchase Price Payments; Subsequent Contributions of Receivables. (a) On each Payment Date subsequent to the Closing Date for each Originator, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables sold by such Originator hereunder on such Payment Date: (a) FIRST, in cash to the extent the Company has cash available therefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) SECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under such Originator’s the Company Note shall be automatically increased by an amount equal to such remaining Purchase Price, so long as the aggregate principal amount of all of the Company Notes Note does not cause the Company’s tangible net worth to be less than the greater of (i) $8,400,000 and (ii) the amount that is 2.4% of the Purchase Limit as of such date. The total consideration paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall represent a reasonable arm’s length price for the Receivables so sold by such Originator and shall constitute reasonably equivalent value for the Receivables so sold by such Originator. Each Originator The Servicer shall make all appropriate record keeping entries with respect to the Company Notes payable to it Note to reflect (x) the foregoing payments and reductions made pursuant to Section 3.3, 3.3 and such (y) the portion of the aggregate principal amount outstanding under the Company Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Company Note at any time and (y) the respective portions of the aggregate principal amount outstanding under the Company Note payable to such for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Note “CANCELED” and to return the Company Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Any payments made by the Company in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Company Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Company Note. Each Originator acknowledges that it has received a copy of the Company Note and agrees to be bound by, and to comply with, all the terms of the Company Note, including, without limitation, the subordination provisions set forth in paragraph 9 thereof. (b) As contemplated in Sections 1.1 and 1.2, TXU may (but shall have no obligation to), from time to time subsequent to the Closing Date for TXU, contribute Receivables to the capital of the Company. All such contributions shall be properly reflected by TXU and the Company in their respective books and records.

Subsequent Purchase Price Payments; Subsequent Contributions of Receivables. (a) On each Payment Date subsequent to the Closing Date for each Originator, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables sold by such Originator hereunder on such Payment Date: (a) FIRST, in cash to the extent the Company has cash available therefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) SECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under such Originator’s the Company Note shall be automatically increased by an amount equal to such remaining Purchase Price, so long as the aggregate principal amount of all of the Company Notes Note does not cause the Company’s tangible net worth to be less than the greater of (i) $8,400,000 8,400,00019,700,000 and (ii) the amount that is 2.42.43.28% of the Purchase Limit as of such date. The total consideration paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall represent a reasonable arm’s length price for the Receivables so sold by such Originator and shall constitute reasonably equivalent value for the Receivables so sold by such Originator. Each Originator The Servicer shall make all appropriate record keeping entries with respect to the Company Notes payable to it Note to reflect (x) the foregoing payments and reductions made pursuant to Section 3.3, 3.3 and such (y) the portion of the aggregate principal amount outstanding under the Company Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Company Note at any time and (y) the respective portions of the aggregate principal amount outstanding under the Company Note payable to such for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to mark the Company Note “CANCELED” and to return the Company Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Any payments made by the Company in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Company Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Company Note. Each Originator acknowledges that it has received a copy of the Company Note and agrees to be bound by, and to comply with, all the terms of the Company Note, including, without limitation, the subordination provisions set forth in paragraph 9 thereof. (b) As contemplated in Sections 1.1 and 1.2, TXU may (but shall have no obligation to), from time to time subsequent to the Closing Date for TXU, contribute Receivables to the capital of the Company. All such contributions shall be properly reflected by TXU and the Company in their respective books and records.