Common use of Subsequent Purchase Price Payments Clause in Contracts

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment DateDate as follows: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase PricePrice designated as a contribution to Buyer’s capital; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital AmountPrice; provided, however, that (x) that, if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such OriginatorLoans; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer. All amounts paid by the Buyer hereunder to any Originator shall be allocated first to the payment of any Purchase Price then due and unpaid to such Originator, second to the payment of accrued and unpaid interest on the Intercompany Loans made by such Originator and third to the repayment of the outstanding principal amount on the Intercompany Loans made by such Originator to the extent of such outstanding principal amount thereof as of the date of such payment before such amounts may be allocated for any other purpose. The Servicer shall make all appropriate record keeping entries with respect to each of the Intercompany Loans to reflect the foregoing payments and payments and reductions made pursuant to Section 3.3, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered.

Subsequent Purchase Price Payments. On each Payment Date subsequent to Business Day after the Initial Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Secondor, solely in the case of Contributing Originatorany Additional Seller, if elected by Contributing Originator in its sole discretion, on each Business Day after the related Seller Addition Date) on which a Seller sells and transfers any Receivables to the extent any Company hereunder until the termination of this Agreement pursuant to Section 10.4, the Company shall pay to each Seller a portion of the Purchase Price remains unpaid, due pursuant to Section 2.1 by accepting a contribution depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, Company solely to the extent any portion that such monies do not constitute Collections that are required to be identified and held in trust by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's Fee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then due from it hereunder. To the extent that the Available Funds are insufficient to pay the Purchase Price remains unpaidthen due in full, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) shall be paid by increasing the maximum principal amount that could be made without rendering owed to such Seller under the Borrowers’ Net Worth less than related Seller Note, effective as of the Required Capital Amountlast day of the related Settlement Period; provided, however, that the aggregate of the principal amounts outstanding at any time under the Seller Notes may not exceed the lesser of (a) $5,500,000 and (b) 10% of the Purchase Limit. To the extent that (x) if more than one Originator the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by a particular Seller that arose during the corresponding Settlement Period is selling Receivables exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the Buyer on foregoing sentences for such Receivables, such excess shall be treated as a reduction in the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Daythe related Seller Note, the entire Purchase Price for any Receivable is not paid by the Buyer effective as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion last day of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such OriginatorPeriod; provided, further, however, that if at any time the foregoing unpaid principal amount of such Seller Note has been reduced to zero, such Seller shall not be construed pay the Company the remainder of such excess payment in immediately available funds. Each Seller shall make all appropriate record keeping entries with respect to require Contributing Originator its Seller Note to make any capital contribution reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the related Seller Note. Each Seller shall return its Seller Note to the BuyerCompany upon the final payment thereof after the termination of this Agreement pursuant to Section 10.4.

Subsequent Purchase Price Payments. On each Payment Date subsequent falling after the Effective Date and on or prior to the Closing Purchase and Sale Termination Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated sold by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available thereforCompany on such Business Day, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely partially in the case of Contributing Originator, if elected by Contributing Originator in its sole discretioncash, to the extent of any portion funds made available to the Company under the Secured Credit Agreement, and to the extent any of the such Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) shall be paid, at the maximum option of Originator, by causing the Company to cause the issuer to issue Letters of Credit as contemplated under Section 1.6 and/or by means of an automatic increase to the outstanding principal amount that could be made without rendering of the Borrowers’ Net Worth less than the Required Capital AmountBorrower Note; provided, however, that (x) if more than one Originator is selling the outstanding principal balance of the Borrower Note may not at any time exceed 15% of the Outstanding Balance of all Receivables to owned by the Buyer on Company and no increase shall be made in the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by Borrower Note such that the Buyer as a result of any outstanding principal amount of the limitations set forth above (including due Borrower Note exceeds 15% of the Outstanding Balance of all Receivables. Servicer shall make all appropriate record keeping entries with respect to the Contributing Borrower Note or otherwise to reflect the foregoing payments and adjustments pursuant to Section 3.4, and Servicer's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Borrower Note at any time. Furthermore, Servicer shall hold the Borrower Note for the benefit of Originator, and all payments under the Borrower Note shall be made to the Servicer for the account of the applicable payee thereof. Originator electing not hereby irrevocably authorizes Servicer to contribute any remaining portion mark xxx Borrower Note "CANCELLED" and to return the Borrower Note to the Company upon the final payment thereof after the occurrence of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyerand Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day after the Initial Purchase Date subsequent to until the Closing Program Termination Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Purchaser shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any Seller a portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal due to such remaining unpaid portion Seller by depositing into such account as such Seller shall designate immediately available funds from monies then held by or on behalf of such Purchase Price; and (c) Third, the Purchaser solely to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically that such monies do not constitute Collections that are required to be made set aside or segregated and held by the Servicer for the benefit of such Originator pursuant to the Buyer with an initial principal amount equal Second-Tier Agreement or to be distributed to the lesser Agent, any Investor or any Bank pursuant to the Second-Tier Agreement on the next Settlement Date or which are required to be paid to the Servicer as the Servicer Fee on the next Settlement Date, or which are otherwise necessary to pay current expenses of the Purchaser (xin its reasonable discretion) (such remaining unpaid portion of such Purchase Price available monies, the "Available Funds") and (y) the maximum amount provided that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amounteach Seller has paid all amounts then due and payable by it hereunder; provided, however, that (x) if more than one Originator is selling Receivables the term Available Funds does not include available monies to the Buyer on the date of extent that after making all such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize distribution to the greatest extent practicable Sellers on a given day the aggregate outstanding principal amount Tangible Net Worth of all Intercompany Loans the Purchaser shall be less than the greater of (i) three percent (3%) of the Outstanding Balance of the Transferred Receivables, and (yii) if on any Business Day, $1,000,000. To the entire Purchase Price for any Receivable is not paid by extent that the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Available Funds remitted to any Seller are insufficient to pay the Purchase Price or the limitation set forth then due to such Seller in Section 3.2(c)(y) above)full, the Buyer shall pay any remaining unpaid portion of such Purchase Price on shall be paid by increasing the first Business Day following principal amount of the Promissory Note issued to such Seller, effective as of the last day of the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerPeriod.

Subsequent Purchase Price Payments. On the 10th day (or if such day is not ---------------------------------- a Business Day, the next Business Day) of each Payment Date subsequent Fiscal Period (the "Reporting --------- Date"), the Company and Originator shall settle as to the purchase price for ---- Receivables and Related Property sold during the immediately preceding Fiscal Period (other than Receivables and Related Property sold on the Closing Date). Notwithstanding such periodic settlement arrangement, on each Business Day, Originator, in its capacity as the terms and subject Company's servicer, will, on behalf of the Company, transfer to Originator (for Originator's own account) all cash made available to the conditions set forth in this Company for such purpose under Sections 3.01 and 3.07 of the ------------- ---- Securitization Agreement after satisfying the Company's obligations under the Securitization Agreement. On each Reporting Date, the Buyer Company and the Originator shall pay determine the Purchase Price to each Originator aggregate amount of such transfers made during the immediately preceding Fiscal Period and the aggregate purchase price for the Receivables and Related Property sold during such immediately preceding Fiscal Period. If any advance from the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator Company to the extent the Buyer has cash available therefor, including Originator pursuant to any Release or any borrowing under Section ------- 2.8 hereof was outstanding as of the Receivables Financing Agreement on or prior to such Payment Reporting Date (and such payment is not prohibited under on the Receivables Financing Agreement); basis of --- calculations made pursuant to this subsection (b) Secondon that -------------- prior Reporting Date), solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any then a portion of the Purchase Price remains unpaid, by accepting a contribution purchase price equal to the amount of such Receivable advance shall be deemed to have been paid in consideration of extinguishment of such advance. The amounts transferred shall then be deemed to have been applied: first, as a payment of accrued and unpaid interest due on the Company Note, calculated as provided in the Company Note, with respect to the immediately (or any earlier) preceding Fiscal Period; and second, as a payment of the remaining purchase price for Receivables sold during the immediately preceding Fiscal Period and their Related Property; provided, that in the event that on any Reporting Date the Company and the Related Rights -------- Originator determine that the amount of cash transferred to its capital the Originator pursuant to this Section 2.4(c) during the preceding Fiscal Period was in excess -------------- of the amount due and payable under clauses first and second above, the Originator shall make an adjustment payment on such Reporting Date in immediately available funds, in an amount equal to such remaining unpaid portion of excess; provided further -------- ------- that such Purchase Price; and adjustment payment shall be reduced by (ci) Third, an amount up to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans the Company Note on such Reporting Date, which reduction shall be deemed a payment of such outstanding principal amount, and (yii) if on any Business Daythe adjustment payment has not been reduced to zero pursuant to clause (i) above, an amount up to the entire Purchase Price for any Receivable is not paid amount of advances by the Buyer as a result of any Company pursuant to Section 2.08 that are permitted on such Reporting Date consistent with Section ------------ ------- 7.03(k) of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining Securitization Agreement. Any portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay purchase price for ------- Receivable and Related Property sold during any remaining Fiscal Period which remains unpaid portion of such Purchase Price on the first Business Day following next succeeding Reporting Date, after giving effect to the related Purchase Date that the Buyer has cash available therefore or that foregoing settlements and transfers made on such payment is not otherwise restricted based on the limitations set forth above, which in any eventdate, shall not extend beyond be paid by increasing the following Monthly Settlement Date without outstanding principal amount of the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerCompany Note.

Subsequent Purchase Price Payments. On each Payment Business Day after the Initial Closing Date subsequent until the termination of this Agreement pursuant to the Closing Date, on the terms and subject to the conditions set forth in this AgreementSection 9.4 hereof, the Buyer Company shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any a portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal due to such remaining unpaid portion Originator pursuant to Section 2.1 by depositing into such account as such Originator shall specify immediately available funds from such Originator's Pro Rata share of monies then held by or on behalf of the Company (or by permitting such Purchase Price; and (cOriginator to retain Collections received by such Originator in its capacity as a sub-servicer) Third, solely to the extent any portion that such monies do not constitute Collections that are required to be segregated and held by the Servicer pursuant to the Receivables Purchase Agreement or to be distributed to the Administrative Agent or the Purchasers pursuant to the Receivables Purchase Agreement on the next Settlement Date or required to be paid to the Servicer as the Servicer's Fee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company or to provide required reserves for Estimated Taxes (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Originator has paid all amounts then owing by it hereunder. To the extent that the Available Funds are insufficient to pay the Purchase Price remains unpaidthen due to any Originator in full, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and shall be paid by increasing the principal amount of the Initial Purchaser Note of such Originator (or, in the case of TNLP, of Terra Capital), effective as of the related Month End Date. To the extent that (x) the amount due pursuant to Section 2.1 with respect to all Designated Receivables generated by an Originator that arose during the corresponding month is exceeded by (y) the maximum amount that could paid to such Originator during such month pursuant to the foregoing sentences for such Designated Receivables, such excess shall be made without rendering treated as a reduction in the Borrowers’ Net Worth less than principal amount of the Required Capital AmountInitial Purchaser Note of such Originator (or, in the case of TNLP, of Terra Capital), effective as of the related Month End Date; provided, however, that (x) if more than one Originator is selling Receivables to at any time the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding unpaid principal amount of the Initial Purchaser Note of such Originator (or, in the case of TNLP, of Terra Capital) has been reduced to zero, such Originator shall pay the Company the remainder owed with respect thereto in immediately available funds. Each Originator (or Terra Capital, in the case of the Initial Purchaser Note held by it) shall make all Intercompany Loans and (y) if on any Business Day, appropriate record keeping entries with respect to the entire Purchase Price for any Receivable is not paid Initial Purchaser Note held by it to reflect payments by the Buyer as a result of any Company thereon and such Person's books and records shall constitute rebuttable presumptive evidence of the limitations set forth above principal amount of and accrued interest on such Initial Purchaser Note. Each Originator (including due or Terra Capital, in the case of the Initial Purchaser Note held by it) shall return the Initial Purchaser Note held by it to the Contributing Originator electing not Company upon the final payment thereof after the termination of this Agreement pursuant to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer9.4 hereof.

Subsequent Purchase Price Payments. On each Payment Business Day after the Initial Closing Date subsequent on which a Seller sells any Receivables to the Closing DateCompany, on until the terms and subject termination of this Agreement pursuant to the conditions set forth in this AgreementSection 10.4 hereof, the Buyer Company shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any Seller a portion of the Purchase Price remains unpaid, for such Receivables by accepting a contribution depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, Company solely to the extent any portion that such monies do not constitute Collections that are required to be identified or set aside or segregated and held by the Master Servicer pursuant to the Receivables Purchase Agreement or to be distributed to the Administrative Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's Fee on the next Settlement Date, or otherwise necessary to pay current expenses of the Purchase Price remains unpaidCompany (in its reasonable discretion) (such available monies, an Intercompany Loan the "Available Funds") and provided that such Seller has paid all amounts then owing by it hereunder. The parties acknowledge that MascoTech may, but shall automatically not be made by the Servicer for the benefit of such Originator obligated to, make cash contributions to the Buyer with an initial principal amount equal capital of the Company to supplement Available Funds. To the lesser of (x) extent that the Available Funds are insufficient to pay the Purchase Prices then due in full, the Company shall apply such Available Funds ratably among the Sellers who sold Receivables on such day, based upon the Purchase Prices payable to such Sellers. Any remaining unpaid portion of such Purchase Price and (y) shall be paid by increasing the maximum principal amount that could be made without rendering of such Seller's Initial Seller Note, effective as of the Borrowers’ Net Worth less than last day of the Required Capital Amountrelated Settlement Period; provided, however, that the aggregate of the principal amounts outstanding at any time under the Initial Seller Notes may not exceed the lesser of (a) $1,500,000 and (b) 3% of the Purchase Limit. To the extent that (x) if more than one Originator the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by a Seller (and, in the case of MascoTech, a Participating Division) that arose during the corresponding Settlement Period is selling Receivables exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the Buyer on foregoing sentences for such Receivables, such excess shall be treated as a reduction in the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Daysuch Seller's Initial Seller Note, the entire Purchase Price for any Receivable is not paid by the Buyer effective as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion last day of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such OriginatorPeriod; provided, further, however, that if at any time the foregoing unpaid principal amount of any Initial Seller Note has been reduced to zero, the related Seller shall not be construed pay the Company the remainder owed with respect thereto in immediately available funds. Each Seller shall make all appropriate record keeping entries with respect to require Contributing Originator amounts due to make any capital contribution such Seller under its Initial Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount and accrued interest owed to such Seller under its Initial Seller Note. Each Seller shall return its Initial Seller Note to the BuyerCompany upon the final payment thereof after the termination of this Agreement pursuant to Section 10.4 hereof. The parties hereto agree that, for administrative convenience, settlement of the aggregate Purchase Prices payable in respect of Receivables sold during a Settlement Period may be made on the Settlement Date immediately following such Settlement Period.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that shall be contributed to the Buyer has cash available therefore or that such payment is not otherwise restricted based on in exchange for shares in the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent amount of such Originatorunpaid portion in accordance with the terms of the Buyer’s organizational documents; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerBuyer pursuant to Section 3.2(b) above.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Initial Closing Date subsequent and on or prior to the Closing DatePurchase and Sale Termination Date with respect to each Originator, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated sold by such Originator to the Company on such Payment Date: (a) FirstBusiness Day, in cash to each Originator to cash, in the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement aggregate amount of Collections received on or prior to such Payment Date day (that constitute available funds) less an amount equal to the accrued obligations of the Company (including, without limitation, the Servicer's Fee) and such payment is not prohibited any amounts to be held for or distributed to the Purchaser under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to . To the extent any portion of such Purchase Price remains unpaid (or if any payment in respect thereof is made in excess of the Purchase Price remains unpaidpayable to any Originator attributable to Receivables), by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and shall be paid (yor such excess shall be reflected, as the case may be) by means of an automatic increase (or decrease, as applicable) to the maximum outstanding principal amount that could be made without rendering of the Borrowers’ Net Worth less than FTL Note given by the Required Capital AmountCompany to such Originator; provided, however, that (x) if more than one Originator is selling Receivables on any Purchase Report Date any FTL Note has been reduced to below zero as of the Buyer on last day of the date of such purchaseprior month, the Buyer shall make cash payments among amount that otherwise would have decreased the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not such FTL Note to below zero as of such last day shall be paid by the Buyer as a result of any applicable Originator to the Company in cash. On each Purchase Report Date with respect to purchases and payments made during the immediately preceding month, Servicer shall make all appropriate record keeping entries with respect to the FTL Notes or otherwise to reflect the foregoing payments and adjustments pursuant to Section 3.4, and Servicer's books and records shall constitute rebuttable presumptive evidence of the limitations set forth above (including due principal amount of and accrued interest on each FTL Note at any time. Furthermore, Servicer shall hold each FTL Note for the benefit of the applicable Originator, and all payments under each FTL Note shall be made to the Contributing Servicer for the account of the applicable payee thereof. Each Originator electing not hereby irrevocably authorizes Servicer to contribute any remaining portion mark xxx FTL Note given to such Originator "CANCELLED" and to return such FTL Note to the Company upon the final payment thereof after the occurrence of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase and Sale Termination Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of with respect to such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Initial Funding Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) FirstFIRST, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (therefor and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretionSECOND, to the extent any portion of the Purchase Price remains unpaid, (i) the principal amount outstanding under the applicable Subordinated Note shall , subject to subclause (ii) below, be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining Purchase Price in an amount not to exceed the lesser of (A) the remaining unpaid portion of such Purchase PricePrice and (B) the maximum aggregate amount of borrowings that could be borrowed under the Subordinated Notes without rendering the Borrower’s Net Worth less than the Required Capital Amount; and and (cii) Third, to the extent any portion of the Purchase Price remains unpaid after the allocations in clause (a) above, at the Contributing Originator’s election (in its sole discretion) by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. All amounts paid by the Company to any Originator shall be allocated first to the payment of any Purchase Price then due and unpaid, an Intercompany Loan shall automatically be made by second to the Servicer for payment of accrued and unpaid interest on the benefit Subordinated Note of such Originator; third to the repayment of the principal outstanding on the Subordinated Note of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion extent of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on outstanding principal thereof as of the date of such purchasepayment before such amounts may be allocated for any other purpose and fourth, the Buyer as a distribution on capital. The Servicer shall make cash all appropriate record keeping entries with respect to each of the Subordinated Notes to reflect the foregoing payments among and reductions made pursuant to Section 3.3, and the Originators in such a way as Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Subordinated Notes at any time. Each Originator hereby irrevocably authorizes the Servicer to minimize xxxx the Subordinated Notes “CANCELLED” and to return the Subordinated Notes to the greatest extent practicable Company upon the aggregate outstanding principal amount final payment thereof after the occurrence of all Intercompany Loans the Purchase and (y) if Sale Termination Date. If, on any Business Day, (i) the entire Contributing Originator has determined in its discretion that it no longer wishes to contribute Receivables to the Company or (ii) the Company is unable to pay the Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due Receivables and Related Rights pursuant to this Section 3.2, then the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(yOriginators (as applicable) above), the Buyer shall pay any remaining unpaid portion of on such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior provide written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution notice thereof to the BuyerAdministrative Agent and the Lenders.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Initial Closing DateDate for any Originator, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment DateDate as follows: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent that such Originator is or will become a limited partner of the Buyer, if any portion of the Purchase Price remains unpaid, the Buyer may elect to satisfy all or any portion of the remaining Purchase Price payable to such Originator by accepting a contribution of issuing limited partnership interests in the Buyer to such Receivable Originator and by adding to such Originator’s capital account in the Related Rights to its capital in Buyer an amount equal to such remaining unpaid Purchase Price (or a portion of such Purchase Pricethereof); and (c) Third, to the extent any portion of the Purchase Price remains unpaiddue to such Originator after giving effect to clauses (a) and (b) above on such Payment Date, an Intercompany a Subordinated Loan shall automatically be made by the Servicer for the benefit of such Originator to Buyer under the Buyer with Subordinated Loan Agreement in an initial principal amount equal to the lesser amount of (x) such remaining unpaid portion payment, which Subordinated Loan shall be deemed to constitute payment in full by the Buyer to such Originator of such remaining Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital AmountPrice; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate principal amounts outstanding under the Subordinated Loans. Interest and principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not each Subordinated Loan shall be paid by the Buyer as a result of any of in accordance with the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation priorities set forth in Section 3.2(c)(y3.01(a) above), of the Receivables Purchase Agreement. Each Originator is authorized by the Buyer to make appropriate notations on its Subordinated Loan to reflect the date and amount of each advance thereunder and the date and amount of each payment with respect thereto, provided that the failure to make such notations shall pay not affect any remaining unpaid portion obligation of the Buyer thereunder. Each Originator acting as a lender in respect of any Subordinated Loan agrees that such Subordinated Loan shall be deemed to be terminated upon the final payment thereof after the occurrence of such Purchase Price on the first Business Day following the related Purchase and Sale Termination Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of with respect to such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment After the Initial Closing Date subsequent and until the termination of this Agreement pursuant to the Closing DateSection 9.4 hereof, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including due pursuant to any Release or any borrowing under Section 2.1 for each Settlement Period shall be due on the Receivables Financing Agreement related Settlement Date. As an advance payment of such Purchase Price, on or prior each Business Day during a Settlement Period, the Company shall pay to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any Seller a portion of the Purchase Price remains unpaiddue pursuant to Section 2.1 by depositing into such account, as Seller shall specify, immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be set aside or segregated and held by the Servicer pursuant to the Credit and Security Agreement or to be distributed to the Agent or the Lenders pursuant to the Credit and Security Agreement or required to be paid to the Servicer as the Servicer's Fee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "AVAILABLE FUNDS") and provided that Seller has paid all amounts then owing by it hereunder. On each Reporting Date, the Servicer shall calculate the amount of the Purchase Price remaining to be paid by deducting from the Purchase Price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due shall be identified in the Purchase Report. To the extent that the Available Funds were insufficient to pay the Purchase Price then due in full (an "AVAILABLE FUNDS SHORTFALL"), the remaining portion of such Purchase Price shall be paid by: (i) if the Maximum Seller Note Balance is then zero, by accepting a contribution to the Company of an amount equal to the Available Funds Shortfall; (ii) upon the first occurrence of an Available Funds Shortfall when the Maximum Seller Note Balance is greater than zero, by issuing a promissory note in the form of Exhibit B to Seller in the amount of such Receivable Available Funds Shortfall (such promissory note, as it may be amended, supplemented, endorsed or otherwise modified from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called the "SELLER NOTE"); or (iii) otherwise, by increasing the principal amount of the Seller Note, effective as of the last day of the related Settlement Period in the amount of such Available Funds Shortfall; PROVIDED, HOWEVER, that the aggregate of the principal amounts outstanding at any time under the Seller Note may not exceed the Maximum Seller Note Balance (which is zero as of the date hereof); and PROVIDED FURTHER, that the Related Rights amount of such increase in the principal amount of the Seller Note on any Settlement Date may not account for more than 25% of the aggregate Purchase Price due with respect to its capital the related Settlement Period (the "SELLER NOTE MONTHLY MAXIMUM"). To the extent that the amount due with respect to the related Settlement Period pursuant to Section 2.1 exceeds (x) the Available Funds plus (y) the Seller Note Monthly Maximum (such excess amount, the "SHORTFALL"), the Seller shall contribute to the Company cash in an amount equal to such remaining unpaid portion of Shortfall, and the Company shall use such Purchase Price; and (c) Third, funds to repay the Shortfall. To the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of that (x) such remaining unpaid portion of such Purchase Price and the amount due pursuant to Section 2.1 with respect to all Receivables sold by Seller that arose during the corresponding Settlement Period is exceeded by (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling paid for such Receivables to the Buyer on the date of Seller during such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize Settlement Period pursuant to the greatest extent practicable second sentence of this Section 3.2, such excess shall be treated as a reduction in the aggregate outstanding principal amount of the Seller Note, effective as of the last day of the related Settlement Period, and, if the principal amount of the Seller Note is zero, such excess shall be refunded to the Company. Seller shall make all Intercompany Loans and (y) if on any Business Day, appropriate record keeping entries with respect to the entire Purchase Price for any Receivable is not paid Seller Note to reflect payments by the Buyer as a result of any Company thereon and Seller's books and records shall constitute rebuttable presumptive evidence of the limitations set forth above (including due principal amount of and accrued interest on the Seller Note. Seller shall return the Seller Note to the Contributing Originator electing not Company upon the final payment thereof after the termination of this Agreement pursuant to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer9.4 hereof.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of Contributing OriginatorCardtronics, if elected by Contributing Originator Cardtronics in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights by Cardtronics to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany the principal amount outstanding under the applicable Subordinated Loan shall be automatically be made increased by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount increase in the principal balance of the applicable Subordinated Loan that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount amounts of all Intercompany the Subordinated Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that shall be contributed to the Buyer has cash available therefore or that such payment is not otherwise restricted based on in exchange for a limited liability company interest in the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent amount of such Originatorunpaid portion in accordance with the terms of the Buyer’s organizational documents; provided, further, however, that the foregoing shall not be construed to require Contributing Originator Cardtronics to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. (a) On each Payment Date subsequent to the Original Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such since the immediately preceding Payment Date:Date and sold to the Buyer in accordance with Section 2.2(b), as follows (subject to Section 4.4(d), if applicable): (ai) Firstby the issuance of such Letters of Credit as such Originator has requested in accordance with Section 4.4, with such Purchase Price deemed to paid in the aggregate stated amount of such Letters of Credit then being issued; (ii) in cash (subject to each Originator Subsection (b) below), to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing AgreementRLSA);; and (biii) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaidunpaid after giving effect to the transactions contemplated by clauses (i) and (ii) above, by accepting a contribution of an automatic increase in the principal amount outstanding under such Receivable and the Related Rights to its capital in Originator’s RPSA Subordinated Note by an amount equal to such remaining unpaid portion portion. (b) An Originator, seeking to increase the principal balance outstanding under such Originator’s RPSA Subordinated Note in order to facilitate the issuance of one or more Letters of Credit that such Originator anticipates it will be requesting, may elect to receive payments of specified portions of the Purchase Price owing to it by an increase in the principal balance of such Purchase Price; andRPSA Subordinated Note under Subsection (a)(iii) above notwithstanding that all or part of that specified portion otherwise would be payable in cash under Subsection (a)(ii) above. (c) ThirdIf, on any Payment Date, amounts are owed to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables Originator, then, subject to the Buyer on the date of such purchaseSubsection (b) above, the Buyer shall make any such cash payments among the Originators in such a way as to minimize minimize, to the greatest extent practicable practicable, the aggregate respective principal amounts outstanding principal amount of all Intercompany Loans under the RPSA Subordinated Notes. (d) If precise information is not available on a Payment Date, the payment under Subsection (a) above may be made on a provisional basis, subject to reconciliation and (y) if true-up on any the next succeeding Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of Contributing OriginatorNCR, if elected by Contributing Originator NCR in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights by NCR to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Subordinated Note shall be automatically increased by an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount increase in the principal balance of the applicable Subordinated Note that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate principal amounts outstanding principal amount of all Intercompany Loans under the Subordinated Notes and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that shall be contributed to the Buyer has cash available therefore or that such payment is not otherwise restricted based on in exchange for a limited liability company interest in the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent amount of such Originatorunpaid portion in accordance with the terms of the Buyer’s organizational documents; provided, further, however, that the foregoing shall not be construed to require Contributing Originator NCR to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement)) and/or, if requested by such Originator, by causing an LC Bank to issue one or more Letters of Credit in accordance with Section 3.4 and on the terms and subject to the conditions of this Article III and the Receivables Purchase Agreement; (b) Second, solely in the case of a Contributing Originator, if elected by such Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable Receivables and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an the principal amount outstanding under the applicable Intercompany Loan shall be automatically be made increased by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make any cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all the Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the any Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that shall be contributed to the Buyer has cash available therefore or that such payment is not otherwise restricted based on in exchange for a limited liability company interest in the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent amount of such Originatorunpaid portion in accordance with the terms of the Buyer’s organizational documents; provided, further, however, that the foregoing shall not be construed to require any Contributing Originator to make any capital contribution to the BuyerBuyer pursuant to Section 3.2(b) above.

Subsequent Purchase Price Payments. On each Payment Business Day after the Initial Purchase Date subsequent on which a Seller sells any Receivables to the Closing DateCompany, on until the terms and subject termination of this Agreement pursuant to the conditions set forth in this AgreementSection 10.4 hereof, the Buyer Company shall pay to such Seller the Purchase Price to each Originator for of such Receivables (i) by depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator Company solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Buyer has cash available therefor, including Master Servicer pursuant to any Release the Receivables Purchase Agreement or any borrowing required to be distributed to the Administrator or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's Fee, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then due by such Seller hereunder or (ii) by increasing the principal amount owed to such Seller under the Receivables Financing Agreement on or prior Seller Note. The outstanding principal amount owed to such Payment Date (and such payment is not prohibited any Seller under the Receivables Financing Agreement); Seller Note may be reduced from time to time (bi) Second, solely as provided in the case of Contributing Originator, if elected Section 3.3 or 3.4 hereof or (ii) by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be payments made by the Servicer for the benefit of Company from Available Funds, provided that such Originator to the Buyer with an initial principal amount equal to the lesser of (x) Seller has paid all amounts then due by such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer Seller hereunder. Each Seller shall make cash all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note to reflect payments among by the Originators in Company thereon and such a way as to minimize to Seller's books and records shall constitute rebuttable presumptive evidence of the greatest extent practicable the aggregate outstanding principal amount of and accrued interest owed to such Seller under the Seller Note. The Sellers shall return the Seller Note to the Company upon the final payment of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including amounts due to each Seller thereunder after the Contributing Originator electing not termination of this Agreement pursuant to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer9.4 hereof.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement);) and/or, if requested by an Originator and permitted under the Receivables Purchase Agreement, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.5 and on the terms and conditions for issuing Letters of Credit under the Receivables Purchase Agreement; and (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the promissory note in the form of Exhibit B issued to such Originator (each such promissory note, as it may be amended, restated, supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called a “Company Note”) shall be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third. For the avoidance of doubt, to the extent any no portion of the Purchase Price remains unpaidshall be deemed to remain unpaid for purposes of the foregoing to the extent that a Letter of Credit has been issued and applied as a credit against the Purchase Price pursuant to Section 3.5. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes to reflect the foregoing payments and reductions made pursuant to Section 3.3, an Intercompany Loan and the Servicer’s books and records shall automatically be made by constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes at any time. Each Originator hereby irrevocably authorizes the Servicer for to xxxx the benefit of Company Notes “CANCELED” and to return such Originator Company Notes to the Buyer with an initial principal amount equal to Company upon the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) final payment thereof after the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion occurrence of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyerand Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that shall be contributed to the Buyer has cash available therefore or that such payment is not otherwise restricted based on in exchange for a limited liability company interest in the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent amount of such Originatorunpaid portion in accordance with the terms of the Buyer’s organizational documents; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerBuyer pursuant to Section 3.2(b) above.

Subsequent Purchase Price Payments. (a) On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such since the immediately preceding Payment Date:Date and sold to the Buyer in accordance with Section 2.2(b), as follows (subject to Section 4.4(d), if applicable): (ai) Firstby the issuance of such Letters of Credit as such Originator has requested in accordance with Section 4.4, with such Purchase Price deemed to paid in the aggregate stated amount of such Letters of Credit then being issued; (ii) in cash (subject to each Originator subsection (b) below), to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing AgreementRLSA);; and (biii) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaidunpaid after giving effect to the transactions contemplated by clauses (i) and (ii) above, by accepting a contribution of an automatic increase in the principal amount outstanding under such Receivable and the Related Rights to its capital in Originator’s RPSA Subordinated Note by an amount equal to such remaining unpaid portion portion. (b) An Originator, seeking to increase the principal balance outstanding under such Originator’s RPSA Subordinated Note in order to facilitate the issuance of one or more Letters of Credit that such Originator anticipates it will be requesting, may elect to receive payments of specified portions of the Purchase Price owing to it by an increase in the principal balance of such Purchase Price; andRPSA Subordinated Note under subsection (a)(iii) above notwithstanding that all or part of that specified portion otherwise would be payable in cash under subsection (a)(ii) above. (c) ThirdIf, on any Payment Date, amounts are owed to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables Originator, then, subject to the Buyer on the date of such purchasesubsection (b) above, the Buyer shall make any such cash payments among the Originators in such a way as to minimize minimize, to the greatest extent practicable practicable, the aggregate respective principal amounts outstanding principal amount of all Intercompany Loans under the RPSA Subordinated Notes. (d) If precise information is not available on a Payment Date, the payment under subsection (a) may be made on a provisional basis, subject to reconciliation and (y) if true-up on any the next succeeding Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment DateDate as follows: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of the Contributing Originator, if elected by the Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase PricePrice designated as a contribution to Buyer’s capital; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany a Subordinated Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital AmountPrice; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans Subordinated Loans, and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on provide notice thereof to the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such OriginatorAdministrative Agent; provided, further, however, that in each case the foregoing shall not be construed to require the Contributing Originator to make any capital contribution to the Buyer. All amounts paid by the Buyer hereunder to any Originator shall be allocated first to the payment of any Purchase Price then due and unpaid to such Originator, second to the payment of accrued and unpaid interest on the Subordinated Loans made by such Originator and third to the repayment of the outstanding principal amount on the Subordinated Loans made by such Originator to the extent of such outstanding principal amount thereof as of the date of such payment before such amounts may be allocated for any other purpose. The Servicer shall make all appropriate record keeping entries with respect to each of the Subordinated Loans to reflect the foregoing payments and payments and reductions made pursuant to Section 3.3, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered. If, on any Business Day, the Borrower’s Net Worth is less than the Required Capital Amount, then the Servicer shall on such Business Day provide written notice thereof to the Buyer, the Originators and the Administrative Agent.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement);) and/or, if requested by such Originator, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.3 and on the terms and subject to the conditions of this Article III and the Receivables Purchase Agreement; 701741768 12403015 (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaidunpaid (for the avoidance of doubt, by accepting no portion of the Purchase Price as to which a contribution Letter of such Receivable Credit has been issued in accordance with Section 3.3 and on the terms and subject to the conditions of this Article III and the Related Rights Receivables Purchase Agreement shall be deemed to its capital in remain unpaid), the principal amount outstanding under the applicable Subordinated Note shall be automatically increased by an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third. The Servicer shall make all appropriate record keeping entries with respect to each of the Subordinated Notes to reflect the foregoing payments and reductions made pursuant to Section 3.3, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Subordinated Notes at any time. Each Originator hereby irrevocably authorizes the Servicer to xxxx the Subordinated Notes “CANCELED” and to return such Subordinated Notes to the extent any portion Buyer upon the final payment thereof after the occurrence of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerSale Termination Date.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each such Sub-Originator for the Receivables and the Related Rights generated or otherwise acquired by such Sub-Originator on such Payment Date: (a) First, in cash to each Sub-Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to if requested by such Payment Date (Sub-Originator and such payment is not prohibited permitted under the Receivables Financing Agreement);, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.3 and on the terms and conditions for issuing Letters of Credit under the Receivables Financing Agreement; and (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Sub-Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital AmountPrice; provided, however, that (x) if more than one Sub-Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Sub-Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans. All amounts paid by the Buyer to any Sub-Originator shall be allocated first to the payment of any Purchase Price then due and unpaid, second to the payment of accrued and unpaid interest on the Intercompany Loans made by such Sub-Originator and (y) if third to the repayment of the outstanding principal amount on the Intercompany Loans made by such Sub-Originator to the extent of such outstanding principal amount thereof as of the date of such payment, in each case before such amounts may be allocated for any other purpose. The Servicer shall make all appropriate record keeping entries with respect to each of the Intercompany Loans to reflect the foregoing payments and payments and reductions made pursuant to Section 3.3, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered. If, on any Business Day, the entire Buyer is unable to pay the Purchase Price for any Receivable is not paid by Receivables and Related Rights pursuant to this Section 3.2, then the Buyer as a result of any of the limitations set forth above (including due Sub-Originators shall on such Business Day provide written notice thereof to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerAdministrative Agent.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall Company shall, subject to clause (c) below, pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date:: 9205569 09039541 (a) First, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant therefor (the amount of cash paid to any Release or any borrowing under Originators shall be allocated among the Originators on a pro rata basis according to the amount of Receivables Financing Agreement on or prior to such Payment Date (sold by each Originator) and such payment is not prohibited under the Receivables Financing Purchase Agreement and/or, if requested by such Originator, in consideration for causing the LC Bank to issue one or more Letters of Credit on the terms and subject to the conditions of this Article III and the Receivables Purchase Agreement);; and (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, . The Servicer shall make all appropriate record keeping entries with respect to the extent any portion each of the Purchase Price remains unpaidCompany Notes to reflect the foregoing payments and reductions made pursuant to Section 3.3, an Intercompany Loan and the Servicer’s books and records shall automatically be made by constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on each of the Company Notes at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” and to return such Originator Company Notes to the Buyer with an initial principal amount equal to Company upon the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) final payment thereof after the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion occurrence of the Purchase Price and Sale Termination Date. In the event any Originator requests that any purchases be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide the Company with such information as is necessary for the Company to obtain such Letter of Credit from the LC Bank. No Originator (and no Affiliate thereof (other than the Company)) shall have any reimbursement or the limitation set forth recourse obligations in Section 3.2(c)(y) above), the Buyer shall pay respect of any remaining unpaid portion Letter of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerCredit.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement)) and/or, if requested by such Originator, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.3 and on the terms and subject to the conditions of this Article III and the Receivables Purchase Agreement; (b) Second, solely in the case of Contributing OriginatorLyondell Chemical, if elected by Contributing Originator Lyondell Chemical in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Subordinated Note shall be automatically increased by an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount increase in the principal balance of the applicable Subordinated Note that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate principal amounts outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, under the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such OriginatorSubordinated Notes; provided, further, however, that the foregoing shall not be construed to require Contributing Originator Lyondell Chemical to make any capital contribution to the Buyer. For the avoidance of doubt, no portion of the Purchase Price shall be deemed to remain unpaid for purposes of the foregoing to the extent that a Letter of Credit has been issued and applied as a credit against the Purchase Price pursuant to Section 3.3.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing DateEffective Date for each Originator, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated sold by such Originator hereunder on such Payment Date: (a) FirstFIRST, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Loan Agreement);) and/or, if requested by such Originator, in in the form of a Letter of Credit issued by an LC Issuer in accordance with Section 3.5 and on the terms and subject to the conditions of this Article III and the Receivables Loan Agreement; and (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretionSECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the Subordinated Note shall be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion Purchase Price, so long as the aggregate principal amount of the Subordinated Note does not cause the Company’s tangible net worth to be less than the greater of (i) $16,500,000 and (ii) the amount that is 2.0% of the Facility Limit as of such Purchase Price; and date (c) Thirdsuch amount, the “Required Capital Amount”). The total consideration paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall be an arm’s length price and shall be of reasonably equivalent value for the Receivables so sold by such Originator. The Servicer shall make all appropriate record keeping entries with respect to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator Subordinated Note to the Buyer with an initial principal amount equal to the lesser of reflect (x) such remaining unpaid portion of such Purchase Price the foregoing payments and reductions made pursuant to Sections 3.3 and 3.4, and (y) the maximum portion of the aggregate principal amount that could be made without rendering outstanding under the Borrowers’ Net Worth less than Subordinated Note payable for the Required Capital Amount; provided, however, that benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchaseprincipal amount of, and accrued interest on, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans Subordinated Note at any time and (y) if on the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any Business Daytime. Each Originator hereby irrevocably authorizes the Servicer to xxxx the Subordinated Note “CANCELED” and to return such Subordinated Note to the Company upon the final payment thereof after the occurrence of the Final Collection Date. Except as otherwise provided in Sections 3.3 and 3.5, any payments made by the Company in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the entire Purchase Price Subordinated Note shall be allocated to the principal and interest payable for any Receivable is not paid by the Buyer as a result of any benefit of the limitations set forth above (including due to respective Originators ratably in accordance with the Contributing respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator electing not to contribute any remaining portion acknowledges that it has received a copy of the Purchase Price or Subordinated Note and agrees to be bound by, and to comply with, all the limitation terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in Section 3.2(c)(yparagraph 9 thereof. In the event that an Originator requests that any purchases be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide the Company with such information as is necessary for the Company to obtain such Letter of Credit from an LC Issuer. Neither such Originator nor any Affiliate thereof (other than the Company) above), the Buyer shall pay have any remaining unpaid portion reimbursement or recourse obligations in respect of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent Letter of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerCredit.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such since the immediately preceding Payment Date:Date in accordance with Section 1.2(b): (a) First, in cash to each Originator to the extent the Buyer has unrestricted cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Agreement);; and (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Subordinated Note shall be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount increase in the principal balance of the applicable Subordinated Note that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate principal amounts outstanding principal amount under the Subordinated Notes; and provided, further, that (i) there may be a borrowing under the Subordinated Note only if, at the time of (and immediately after) each loan under the Subordinated Note is made, (i) the Buyer is Solvent, (ii) the Buyer’s cash on hand is sufficient to satisfy all Intercompany Loans of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price of the Receivables), (iii) its capitalization, including its equity, is commercially reasonable and adequate to conduct its business as presently contemplated and (yiv) if on any Business Daythe financial capacity of the Buyer to meet its financial commitments under the Subordinated Note is adequate; and provided further that, to the entire extent that the Purchase Price for any Receivable is or Receivables to be sold pursuant to Section 1.2(b) cannot be paid by because of an inability of the Buyer as a result of any of to borrow under the limitations set forth above (including due to the Contributing Originator electing Subordinated Note under this Section 3.2(b) then such Receivables shall be deemed not to contribute any remaining portion of be sold pursuant to this Agreement unless until the Buyer has sufficient cash (or capacity under Subordinated Note) to pay the Purchase Price or Price. Upon the limitation set forth payment in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion full of such Purchase Price on for such Receivables, the first Business Day following Receivables will deemed to be sold at the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent time of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyerpayment.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, the Purchase Price shall be paid in cash to each Originator to the extent the Buyer has cash available therefortherefor and/or if requested by such Originator, including pursuant in consideration for causing the LC Bank to any Release issue one or any borrowing under more Letters of Credit on the terms and subject to the conditions of this Article III and the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Purchase Agreement);; and (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the Company Note issued to such Originator shall be increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, . The Servicer shall make all appropriate record keeping entries with respect to the extent any portion Company Note or otherwise to reflect the foregoing payments and reductions, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the Purchase Price remains unpaidprincipal amount of, an Intercompany Loan shall automatically be made by and accrued interest on, the Company Note at any time. Furthermore, the Servicer shall hold each Company Note for the benefit of the relevant Originator. Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Note “CANCELLED” and to return such Originator Company Note to the Buyer with an initial principal amount equal to upon the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) final payment thereof after the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion occurrence of the Purchase Price or and Sale Termination Date. In the limitation set forth in Section 3.2(c)(y) above)event that such Originator requests that any purchases be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide the Buyer shall pay any remaining unpaid portion of with such Purchase Price on the first Business Day following the related Purchase Date that information as is necessary for the Buyer has cash available therefore to obtain such Letter of Credit from the LC Bank. Such Originator shall have no reimbursement or that such payment is not otherwise restricted based on the limitations set forth above, which recourse obligations in respect of any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent Letter of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerCredit.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator and sold to the Buyer pursuant to Sections 1.1 and 1.2 on such Payment DateDate as follows: (a) First, in cash to each such Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing available cash proceeds of Capital under the Receivables Financing Purchase Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of the Contributing OriginatorOriginators, if elected by any Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase PricePrice designated as a contribution to Buyer’s capital; and (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany a Subordinated Loan shall automatically be made by the Servicer on behalf of and for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Buyer’s Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make any cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Subordinated Loans and (y) if on any Business DayPayment Date, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due above, then the Contributing Originators shall, and hereby do as of such Payment Date, automatically contribute to the Contributing Originator electing not to contribute any remaining portion capital of the Purchase Price or Buyer any additional Receivables and Related Rights of the limitation set forth in Section 3.2(c)(yContributing Originators (together with cash of the Contributing Originators if the Contributing Originators then lacks sufficient Receivables) above), to the extent necessary to permit the Buyer shall to satisfy its obligation to pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyerfull.

Subsequent Purchase Price Payments. On each Payment Date subsequent to Business Day after the Closing Date, on Date until the terms and subject termination of this Agreement pursuant to the conditions set forth in this AgreementSection 9.4 hereof, the Buyer Company shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any Seller a portion of the Purchase Price remains unpaiddue pursuant to Section 2.1 by depositing into such account as such Seller shall specify in immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be set aside or segregated and held by the Servicers pursuant to the Receivables Purchase Agreement or to be distributed to the Administrative Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Servicers as the Servicer's Fee on the next Settlement Date, or otherwise necessary to pay current expenses of the company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then owing by accepting a contribution it hereunder. To the extent that the Available Funds are insufficient to pay the Purchase Price then due in full to any Seller, the remaining portion of such Receivable and Purchase Price shall be paid by an increase in the Related Rights to its capital principal amount of the related Subordinated Note, effective as of the last day of the related Settlement Period; provided, however, no Subordinated Loan may be made in an amount equal to such that exceeds the least of (a) the remaining unpaid portion of such Purchase Price; and , (c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (yb) the maximum amount Subordinated Loan (aggregated with all Subordinated Loans then outstanding to all Sellers) that could be made borrowed without rendering the Borrowers’ Company's Net Worth less than the Required Capital Amount, and (c) fifteen percent (15%) of such Purchase Price. To the extent that the sum of the Available Funds and the permitted increase in the Subordinated Note of the Seller are insufficient to pay the Purchase Price then due in full to any Seller, such Seller shall be deemed to have made a contribution to the capital of the Company in the amount of such excess. To the extent that (x) the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by any Seller that arose during the corresponding Settlement Period is exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the foregoing sentences for such Receivables, such excess may be retained by such Seller and shall be treated as a reduction in the principal amount of the related Subordinated Note, effective as of the last day of the related Settlement Period; provided, however, that (x) if more than one Originator is selling Receivables to at any time the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding unpaid principal amount of such Subordinated Note has been reduced to zero, such Seller shall pay the Company the remainder owed with respect thereto in immediately available funds. Each Seller shall make all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid appropriate record keeping entries with respect to its Subordinated Note to reflect payments by the Buyer as a result of any Company thereon and each Seller's books and records shall constitute rebuttable presumptive evidence of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion principal amount of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price and accrued interest on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.its Subordinated

Subsequent Purchase Price Payments. On each Payment Business Day after the Initial Closing Date subsequent until the termination of this Agreement pursuant to the Closing Date, on the terms and subject to the conditions set forth in this AgreementSECTION 10.4 hereof, the Buyer Initial Purchaser shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any a portion of the Purchase Price remains unpaiddue pursuant to SECTION 2.1 by depositing into such account as such Originator shall specify in immediately available funds from monies then held by or on behalf of the Initial Purchaser, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, solely to the extent any that such monies do not constitute Collections that are required to be segregated and held by the Master Servicer pursuant to the Receivables Purchase Agreement or to be distributed to the Administrator pursuant to the Receivables Purchase Agreement on the next Settlement Date or required to be paid to the Master Servicer as the Servicer's Fee on the next Settlement Date, or paid to the Concentration Banks or the Liquidity Banks pursuant to the Receivables Purchase Agreement on the next Settlement Date, or otherwise necessary to pay current expenses of the Initial Purchaser (in its discretion) and provided that such Originator has paid all amounts then owing by it hereunder. The portion of the Purchase Price remains unpaid, an Intercompany Loan paid to each Originator shall automatically be made adjusted on each Settlement Date by the Servicer for amount of the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of difference, if any, between (x) the amount due pursuant to SECTION 2.1 with respect to all Receivables created or originated by such remaining unpaid portion of such Purchase Price Originator that arose during the corresponding Settlement Period and (y) the maximum amount that could be made without rendering paid to such Originator during such Settlement Period pursuant to the Borrowers’ Net Worth foregoing sentence for such Receivables. If the amount for any applicable Originator described in CLAUSE (x) is greater than the amount described in CLAUSE (y), the Initial Purchaser shall pay to such applicable Originator the difference by increasing the principal amount outstanding under the Initial Purchaser Note payable to such Originator, effective as of the last day of the related Settlement Period. If the amount for any applicable Originator described in CLAUSE (x) is less than the Required Capital Amount; providedamount described in CLAUSE (y), however, that (x) if more than one such applicable Originator is selling Receivables shall pay to the Buyer on Initial Purchaser the date of such purchase, difference by a reduction in the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) the Initial Purchaser Note payable to such Originator, effective as of the last day of the related Settlement Period; PROVIDED, HOWEVER, that if on at any Business Daytime the unpaid principal amount of such Initial Purchaser Note has been reduced to zero, the entire Purchase Price for any Receivable is not paid applicable Originator shall pay the Initial Purchaser the remainder owed with respect thereto in immediately available funds to an account designated by the Buyer as a result of any Initial Purchaser. On each Settlement Date, if no Liquidation Event under the Receivables Purchase Agreement has occurred and is continuing and payment of the limitations set forth above (including due Initial Purchaser Notes will not result in a Liquidation Event under the Receivables Purchase Agreement, the Master Servicer will, upon the direction of the Initial Purchaser, make a payment on one or all of the Initial Purchaser Notes to the Contributing applicable Originator electing not in an aggregate amount equal to contribute any remaining portion the amounts that are available to the Initial Purchaser. Master Servicer shall make all appropriate record keeping entries with respect to the Initial Purchaser Notes to reflect payments by the Initial Purchaser thereon and Master Servicer's books and records shall constitute rebuttable presumptive evidence of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion principal amount of such Purchase Price and accrued interest on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed each Initial Purchaser Note. Each Originator hereby irrevocably authorizes Master Servicer to require Contributing Originator to make any capital contribution return its Initial Purchaser Note to the BuyerInitial Purchaser upon the final payment thereof after the termination of this Agreement pursuant to SECTION 10.4 hereof.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) FirstFIRST, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (therefor and such payment is not prohibited under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of Contributing OriginatorSECOND, if elected such Originator has requested a Letter of Credit pursuant to Section 3.5, by Contributing Originator the Company’s obtaining and delivering such Letter of Credit or by any combination of delivery of cash pursuant to clause FIRST above together with such Letter of Credit in its sole discretionamount equal to the Dollar Equivalent of the face amount of the sum of such Letter of Credit plus the amount of such cash; (c) THIRD, (i) to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall, subject to subclause (ii) below, be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining Purchase Price in an amount not to exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum aggregate amount of borrowings that could be borrowed under the Company Notes without rendering Company’s Tangible Net Worth less than the Required Capital Amount and (C) thirty percent (30%) of the aggregate Outstanding Balance of the Receivables on the date of such increase; and and (cii) Third, to the extent any portion of the Purchase Price remains unpaid after the allocations in clauses (a) and (b) above, solely in the case of the Contributing Originator, at such Contributing Originator’s election (in its sole discretion) by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price. All amounts paid by the Company to any Originator shall be allocated first to the payment of any Purchase Price then due and unpaid, an Intercompany Loan shall automatically be made by second to the Servicer for payment of accrued and unpaid interest on the benefit Company Note of such Originator and third to the repayment of the principal outstanding on the Company Note of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion extent of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on outstanding principal thereof as of the date of such purchasepayment before such amounts may be allocated for any other purpose. The Servicer shall make all appropriate record keeping entries with respect to the Company Notes to reflect the foregoing payments and reductions made pursuant to Section 3.3, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, the Buyer shall make cash payments among Company Notes at any time. Each Originator hereby irrevocably authorizes the Originators in such a way as Servicer to minimize xxxx the Company Notes “CANCELLED” and to return the Company Notes to the greatest extent practicable Company upon the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, final payment thereof after the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any occurrence of the limitations set forth above (including due to Purchase and Sale Termination Date. The consideration for the Receivables absolutely assigned and contributed by the Contributing Originator electing not to contribute any remaining portion the capital of the Purchase Price or Company pursuant to Section 1.4 consists of the limitation set forth increase in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion value of such Purchase Price on the first Business Day following Equity Interests in the related Purchase Date that Company owned by the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Contributing Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment Business Day after the Initial Closing Date subsequent on which a Seller sells and transfers any Receivables to the Closing Date, on Company hereunder until the terms and subject termination of this Agreement pursuant to the conditions set forth in this AgreementSection 10.4 hereof, the Buyer Company shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any Seller a portion of the Purchase Price remains unpaid, due pursuant to Section 2.1 by accepting a contribution depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price; and (c) Third, Company solely to the extent any portion that such monies do not constitute Collections that are required to be identified and held in trust by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's Fee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "AVAILABLE FUNDS") and provided that such Seller has paid all amounts then due from it hereunder. To the extent that the Available Funds are insufficient to pay the Purchase Price remains unpaidthen due in full, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) shall be paid by increasing the maximum principal amount that could be made without rendering owed to such Seller under the Borrowers’ Net Worth less than related Seller Note, effective as of the Required Capital Amountlast day of the related Settlement Period; provided, however, that the aggregate of the principal amounts outstanding at any time under the Seller Notes may not exceed the lesser of (a) $3,500,000 and (b) 10% of the Purchase Limit. To the extent that (x) if more than one Originator the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by a particular Seller that arose during the corresponding Settlement Period is selling Receivables exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the Buyer on foregoing sentences for such Receivables, such excess shall be treated as a reduction in the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Daythe related Seller Note, the entire Purchase Price for any Receivable is not paid by the Buyer effective as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion last day of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such OriginatorPeriod; provided, further, however, that if at any time the foregoing unpaid principal amount of such Seller Note has been reduced to zero, such Seller shall not be construed pay the Company the remainder of such excess payment in immediately available funds. Each Seller shall make all appropriate record keeping entries with respect to require Contributing Originator its Seller Note to make any capital contribution reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the related Seller Note. Each Seller shall return its Seller Note to the BuyerCompany upon the final payment thereof after the termination of this Agreement pursuant to Section 10.4 hereof.

Subsequent Purchase Price Payments. On each Payment Date subsequent to falling after the Initial Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer AFC shall pay to the Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by the Originator during the immediately preceding month in cash by depositing into such account as the Originator shall specify immediately available funds from monies then held by or on behalf of AFC from Collections, solely to the extent that such monies do not constitute Collections that are required to be segregated and held by the Servicer pursuant to the Receivables Purchase Agreement or to be distributed to the Servicer pursuant to the Receivables Purchase Agreement on the next Settlement Date or otherwise required to be paid to the Servicer on the next Settlement Date (collectively, the "AVAILABLE FUNDS"). Amounts paid to the Originator on such Payment Date: account of the Purchase Price shall be reconciled on each Settlement Date by determining: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including Purchase Price payable pursuant to any Release or any borrowing under SECTION 2.1 with respect to all Receivables sold by the Receivables Financing Agreement Originator hereunder on or prior to such each Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely the sum of the amounts paid to the Originator pursuant to the foregoing sentence for such Receivables and the amount of any reduction under SECTION 3.3 and 3.4 in the case Purchase Price of Contributing such Receivables. If the amount described in CLAUSE (A) is greater than the amount described in CLAUSE (B), AFC shall pay to the Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of Available Funds, the Purchase Price remains unpaid, by accepting a contribution amount of such Receivable and excess in immediately available funds on such Settlement Date. If the Related Rights to its capital amount described in an amount equal to such remaining unpaid portion of such Purchase Price; and CLAUSE (cA) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth is less than the Required Capital Amount; provided, however, that amount described in CLAUSE (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) aboveB), the Buyer Originator shall pay any remaining unpaid portion of to AFC the shortfall in immediately available funds on such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerDate.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (ai) First, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement);) and/or, if requested by such Originator, in consideration for causing the LC Bank to issue one or more Letters of Credit on the terms and subject to the conditions of this Article III and the Receivables Purchase Agreement; and (bii) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining Purchase Price. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes to reflect the foregoing payments and reductions made pursuant to Sections 3.3 and 3.5, and the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes at any time. Each Originator hereby irrevocably authorizes the Servicer to mxxx the Company Notes “CANCELED” and to return such Company Notes to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. In the event such Originator requests that any purchases be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis provide the Company with such information as is necessary for the Company to obtain such Letter of Credit from the LC Bank. Such Originator shall have no reimbursement or recourse obligations in respect of any Letter of Credit. 2.3 The Agreement is hereby amended by inserting in the appropriate numerical order the following new Section 3.5: (a) Upon the request of the Servicer (acting as agent for each Originator as described in subsection (b) below), and on the terms and conditions for issuing Letters of Credit under the Receivables Purchase Agreement (including any limitations therein on the amount of any such issuance), the Company agrees to cause the LC Bank to issue, on the Purchase Dates specified by the Servicer (on behalf of such Originator), Letters of Credit in favor of the beneficiaries specified by the Servicer (on behalf of such Originator). The aggregate stated amount of the Letters of Credit being issued on any Purchase Date on behalf of such Originator shall constitute a credit against the aggregate Purchase Price payable by the Company to such Originator on such Purchase Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued on any Payment Date exceeds the aggregate Purchase Price payable by the Company to such Originator on such Payment Date, such excess shall be deemed to be a reduction in the outstanding principal balance of (and, to the extent necessary, the accrued but unpaid interest on) the Company Note payable to such Originator. The aggregate stated amount of Letters of Credit to be issued on any Payment Date shall not exceed the sum of the aggregate Purchase Price payable on such Payment Date to such Originator plus the aggregate outstanding principal balance of and accrued but unpaid interest on the Company Note payable to such Originator on such Payment Date. In the event that any such Letter of Credit issued pursuant to this Section 3.5 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the Company’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such undrawn amount or such reduction, as the case may be, shall either be paid in cash to such Originator on the next Payment Date or, if the Company does not then have cash available therefor, shall be deemed to be added to the outstanding principal amount of the Company Note issued to such Originator. Under no circumstances shall Cooper or any Originator have any reimbursement or recourse obligations in respect of any Letter of Credit. (b) Each Originator appoints the Servicer as its agent (on which appointment the Company, the Sub-Servicers, the Purchaser Agents, the Administrator, the LC Bank, the LC Participants and the Purchasers may rely until such Originator provides contrary written notice to all of such Persons) to act on such Originator’s behalf to take all actions and to make all decisions in respect of the issuance, amendment and administration of the Letters of Credit, including requests for the issuance and extension of Letters of Credit and the allocation of the stated amounts of Letters of Credit against Purchase Price; andPrice owed to particular Originators and against Company Notes issued to particular Originators. In the event that the Servicer requests a Letter of Credit hereunder, the Servicer shall on a timely basis provide the Company with such information as is necessary for the Company to obtain such Letter of Credit from the LC Bank, and shall notify the relevant Originators, the Company and the Administrator of the allocations described in the preceding sentence. Such allocations shall be binding on the Company and each Originator. (c) Third, Each Originator agrees to be bound by the terms of each Letter of Credit Application referenced in the Receivables Purchase Agreement and by the LC Bank’s interpretations of any Letter of Credit issued for the Company and by the LC Bank’s written regulations and customary practices relating to letters of credit. 2.4 Schedule I to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator Agreement is hereby amended and restated in its entirety as Schedule I attached hereto. 2.5 Schedule II to the Buyer with an initial principal amount equal Agreement is hereby amended and restated in its entirety as Schedule II attached hereto. 2.6 Schedule III to the lesser of (x) such remaining unpaid portion of such Purchase Price Agreement is hereby amended and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables restated in its entirety as Schedule III attached hereto. 2.7 Schedule IV to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators Agreement is hereby amended and restated in such a way its entirety as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result of any of the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the BuyerSchedule IV attached hereto.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer Company shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (ai) First, in cash to each Originator to the extent the Buyer Company has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (therefor and such payment is not prohibited under the Receivables Financing Purchase Agreement);; and (bii) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be automatically increased by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining Purchase Price in accordance with the applicable Company Note. Notwithstanding the foregoing, all amounts paid by the Company to any Originator shall be allocated first to the payment of accrued and unpaid portion interest on the Company Note of such Purchase Price; and (c) Third, Originator and second to the extent any portion repayment of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by principal outstanding on the Servicer for the benefit Company Note of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion extent of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on outstanding principal thereof as of the date of such purchase, the Buyer payment before such amounts may be allocated for any other purpose. The Servicer shall make cash all appropriate record keeping entries with respect to each of the Company Notes to reflect the foregoing payments among and reductions made pursuant to Section 3.3, reductions on account of repayments of the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans the Company Notes and (y) if accrued interest on any Business Day, the entire Purchase Price for any Receivable is not paid by Company Notes and the Buyer as a result of any Servicer’s books and records shall constitute rebuttable presumptive evidence of the limitations set forth above (including due principal amount of, and accrued interest on, each of the Company Notes at any time. Each Originator hereby irrevocably authorizes the Servicer to mxxx the Company Notes “CANCELED” and to return such Company Notes to the Contributing Originator electing not to contribute any remaining portion Company upon the final payment thereof after the occurrence of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase and Sale Termination Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of with respect to such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer.

Subsequent Purchase Price Payments. On each Payment After the Initial Closing Date subsequent and until the termination of this Agreement pursuant to the Closing DateSection 9.4 hereof, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including due pursuant to any Release or any borrowing under Section 2.1 for each Settlement Period shall be due on the Receivables Financing Agreement related Settlement Date. As an advance payment of such Purchase Price, on or prior each Business Day during a Settlement Period, the Company shall pay to such Payment Date (and such payment is not prohibited under the Receivables Financing Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent any Seller a portion of the Purchase Price remains unpaiddue pursuant to Section 2.1 by depositing into such account, as Seller shall specify, immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies are not necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "AVAILABLE FUNDS") and provided that Seller has paid all amounts then owing by it hereunder. On each Reporting Date, the Servicer shall calculate the amount of the Purchase Price remaining to be paid by deducting from the Purchase Price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due shall be identified in the Purchase Report. To the extent that the Available Funds were insufficient to pay the Purchase Price then due in full, the remaining portion of such Purchase Price shall be paid, first, by accepting a contribution decreasing the principal amount of the Excess Funds Note, effective as of the last day of the related Settlement Period and second, if the balance of the Excess Funds Note has been reduced to zero, by increasing the balance of the Initial PCA Note, effective as of the last day of the related Settlement Period; PROVIDED, HOWEVER, that the aggregate of the principal amounts outstanding at any time under the Initial PCA Note may not exceed the Maximum Seller Note Balance; and PROVIDED FURTHER, that the amount of such Receivable and decrease in the Related Rights principal amount of the Excess Funds Note or increase in the principal amount of the Initial PCA Note on any Settlement Date may not account for more than 25% of the aggregate Purchase Price due with respect to its capital the related Settlement Period (the "NON-CASH MONTHLY MAXIMUM"). To the extent that the amount due with respect to the related Settlement Period pursuant to Section 2.1 exceeds (x) the Available Funds plus (y) the Non-Cash Monthly Maximum (such excess amount, the "SHORTFALL"), the Seller shall contribute to the Company cash in an amount equal to such remaining unpaid portion of Shortfall, and the Company shall use such Purchase Price; and (c) Third, funds to repay the Shortfall. Seller shall make all appropriate record keeping entries with respect to the extent any portion Excess Funds Note and the Initial PCA Note to reflect payments by the Company thereon and Seller's books and records shall constitute rebuttable presumptive evidence of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital Amount; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all Intercompany Loans and (y) if accrued interest on any Business Day, the entire Purchase Price for any Receivable is not paid by Excess Funds Note and the Buyer as a result of any of Initial PCA Note. Seller shall return the limitations set forth above (including due Excess Funds Note and the Initial PCA Note to the Contributing Originator electing not Company upon the final payment thereof after the termination of this Agreement pursuant to contribute any remaining portion of the Purchase Price or the limitation set forth in Section 3.2(c)(y) above), the Buyer shall pay any remaining unpaid portion of such Purchase Price on the first Business Day following the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyer9.4 hereof.

Subsequent Purchase Price Payments. On each Payment Date subsequent to the Initial Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to each Originator the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date: (a) First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date therefor (and such payment is not prohibited under the Receivables Financing Purchase Agreement); (b) Second, solely in the case of Contributing Originator, if elected by Contributing Originator in its sole discretion, to the extent that such Originator is or will become a limited partner of the Buyer, if any portion of the Purchase Price remains unpaid, the Buyer may elect to satisfy all or any portion of the remaining Purchase Price payable to such Originator by accepting a contribution of issuing limited partnership interests in the Buyer to such Receivable Originator and by adding to such Originator’s capital account in the Related Rights to its capital in Buyer an amount equal to such remaining unpaid Purchase Price (or a portion of such Purchase Pricethereof); and (c) Third, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Subordinated Note shall be automatically increased by an Intercompany Loan shall automatically be made by the Servicer for the benefit of such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount that could be made without rendering the Borrowers’ Net Worth less than the Required Capital AmountPrice; provided, however, that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments among the Originators in such a way as to minimize to the greatest extent practicable the aggregate principal amounts outstanding principal under the Subordinated Notes. On each Monthly Settlement Date, based on the most recent Purchase Records, the Buyer and each Originator shall determine the net amount of all Intercompany Loans and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid cash payments made by the Buyer as a result of any of to such Originator during the limitations set forth above (including due to the Contributing Originator electing not to contribute any remaining portion related Fiscal Month in respect of the Purchase Price or for Receivables acquired from such Originator, after giving effect to Section 3.4 hereof and Section 3.01 of the limitation set forth in Section 3.2(c)(y) above)Receivables Purchase Agreement, the Buyer shall pay amount of the increase or decrease in such Originator’s Subordinated Note, and in the case of any remaining unpaid Originator that is a limited partner of the Buyer, the portion of such Purchase Price allocable to a capital contribution, and the Buyer shall report or cause to be reported the foregoing determinations to the Administrative Agent. Interest and principal on each Subordinated Note shall be paid by the first Business Day following Buyer in accordance with the priorities set forth in Section 3.01(a) of the Receivables Purchase Agreement. Each Originator is authorized by the Buyer to make appropriate notations on its Subordinated Note to reflect the date and amount of each advance thereunder and the date and amount of each payment with respect thereto, provided that the failure to make such notations shall not affect any obligation of the Buyer thereunder. Each holder of a Subordinated Note agrees to xxxx the Subordinated Note “CANCELED” and return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date of the related Purchase Date that the Buyer has cash available therefore or that such payment is not otherwise restricted based on the limitations set forth above, which in any event, shall not extend beyond the following Monthly Settlement Date without the prior written consent of such Originator; provided, further, however, that the foregoing shall not be construed to require Contributing Originator to make any capital contribution to the Buyerwhom such Subordinated Note was originally issued.