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 Company shall pay to the Originator the Purchase Price for the Receivables generated by the Originator on such Payment Date and sold to the Company hereunder: (a) First, in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error 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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx 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.

Subsequent Purchase Price Payments. On each Payment Date subsequent to falling after the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to the Originator the Purchase Price for the Receivables generated by the Originator on such Payment Date and sold to during the Company hereunderimmediately preceding month as follows: (a) FirstFIRST, the Purchase Price shall be paid in cash to the extent the Company has cash available therefor; and (b) SecondSECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note issued to the Originator shall be increased by 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 Note or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, in cash to the extent the Company has cash available therefortherefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be automatically increased by 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 Section 3.3, and in the absence of manifest error 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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx 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.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Original Closing Date subsequent 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 Company shall pay to the Originator the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent funds are available to make such payment and such payment is permitted by paragraph (o) of Exhibit IV to the Receivables Purchase Agreement, and to the extent any portion of the such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceNote. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.33.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment finalpayment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Date subsequent to falling after the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to the each Originator the Purchase Price for the Receivables generated by such Originator during the Originator on such Payment Date and sold to the Company hereunderimmediately preceding month as follows: (a) First, the Purchase Price shall be paid in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note issued to such Originator shall be increased by 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 or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of the on any Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the OriginatorOriginators. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” "CANCELLED" and to return such Company Notes to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the Originator Seller the Purchase Price for the Receivables acquired or generated by the Originator Seller on such Payment Date and sold to the Company hereunderDate: (a) First, the Purchase Price shall be paid in cash to the extent the ----- Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains ------ unpaid, the principal amount outstanding under the applicable Company Note issued to the Seller shall be increased by an amount equal to such remaining Purchase Price, up to the maximum permitted outstanding principal amount under the terms of the Company Note. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3payments, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the OriginatorSeller. The Originator Seller hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the Originator the Purchase Price for the Receivables Originator Accounts generated by Originator during the Originator on such Payment Date and sold to the Company hereunderimmediately preceding month as follows: (a) First, the Purchase Price shall be paid in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note issued to Originator shall be increased by 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 Note or otherwise to reflect the foregoing payments and reductions all other payments made pursuant by the Company from time to Section 3.3time , and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx mark the Company Notes “CANCELED” Note "CANCELLED" and to return such Company Notes to the Company Note to txx Xompany upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Original Closing Date subsequent 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 Company shall pay to the Originator the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent any portion funds are available to make such payment and such payment is permitted by paragraph (o) of Exhibit IV to the Receivables Purchase Price remains unpaidAgreement, the principal amount outstanding under the applicable Company Note shall be increased by 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 Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.3SECTION 3.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. * TEXT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error the Servicer’s '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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx mark the Company Notes “"CANCELED” " and to return such Company Notes to the xxx Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the Originator Seller the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold Seller to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent any portion provided under Section 1.2 of the Receivables Purchase Agreement, and to the extent any of such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceSubordinated Note. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Subordinated Note or otherwise to reflect the foregoing payments and reductions made to reflect adjustments pursuant to Section 3.33.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of the Company Notes on any Subordinated Note at any time. Furthermore, the Servicer shall hold the Company Notes Subordinated Note for the benefit of the OriginatorSeller, and all payments under the Subordinated Note shall be made to the Servicer for the account of the Seller. The Originator Seller hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Subordinated Note "CANCELLED" and to return such Company Notes the Subordinated Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated sold by the such Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash cash, to the extent the Company has received funds pursuant to the Receivables Purchase Agreement or otherwise has available cash (to the extent such other available therefor; and (b) Secondcash may, in accordance with the Receivables Purchase Agreement, be used to purchase Receivables), and to the extent any portion of the such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal issued to such remaining Purchase PriceOriginator. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes or otherwise to reflect the foregoing payments and reductions made to reflect adjustments pursuant to Section 3.3, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of the on any Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the OriginatorOriginators, and all payments under the Company Notes shall be made to the Servicer for the account of the applicable payee thereof. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” "CANCELLED" and to return such Company Notes to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the Originator the Purchase Price for the Receivables generated by the Originator on such Payment Date and sold to the Company hereunder: (a) : First, in cash to the extent the Company has cash available therefor; and (b) and Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error the Servicer’s '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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx 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.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent and on or prior to the Closing Purchase and Contribution Termination Date, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to the Originator the Purchase Price for the Pool Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day in cash, in cash to the extent provided under SECTION 1.2 of the Company has cash available therefor; and (b) SecondReceivables Purchase Agreement, SECOND, to the extent any of such Purchase Price remains unpaid, the principal amount outstanding under the Originator Note shall be reduced and deemed paid in an amount equal to such remaining Purchase Price, until such outstanding principal amount is reduced to zero, and THIRD, to the extent any portion of the Purchase Price remains unpaid, unpaid such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceNote. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.3SECTION 3.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of Originator, and all payments under the Company Note shall be made to Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Contribution 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) FirstFIRST, in cash to the extent the Company has cash available therefor; and (b) SecondSECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section SECTION 3.3, and in the absence of manifest error the Servicer’s '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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the marx xxe 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.

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 Company shall pay to the each Originator the Purchase Price for the Purchased Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the mark xxx 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.

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 Company shall pay to the Originator the Purchase Price for the Receivables generated by Originator during the Originator on such Payment Date and sold to the Company hereunderimmediately preceding month as follows: (a) FirstFIRST, the Purchase Price shall be paid in cash to the extent the Company has cash available therefor; and (b) SecondSECOND, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under 10 the applicable Company Note issued to Originator shall be increased by 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 or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3payments, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of the on any Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx the mark xxx Company Notes “CANCELED” "CANCELLED" and to return such Company Notes to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the Originator the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent any portion provided under SECTION 1.2 of the Receivables Purchase Agreement, and to the extent any of such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceNote. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.3SECTION 3.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of Originator, and all payments under the OriginatorCompany Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, in cash to the extent the Company has cash available therefortherefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be automatically increased by 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 Section 3.3, and in the absence of manifest error 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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx 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.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Original Closing Date subsequent 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 Company shall pay to the Originator the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent any portion funds are available to make such payment and such payment is permitted by paragraph (o) of Exhibit IV to the Receivables Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceAgreement [*]. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.33.4, and in the absence of manifest error the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes Note “CANCELEDCANCELLED” and to return such the Company Notes Note to the Company upon the final payment finalpayment thereof after the occurrence of the Purchase and 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 5 Purchase and Sale Agreement 10 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunder: (a) First, in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error the Servicer’s '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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the marx xxe 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.

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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a1) FirstFIRST, in cash to the extent the Company has cash available therefortherefor and such payment is not prohibited under the Receivables Purchase Agreement; and (b2) SecondSECOND, 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 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 Section SECTION 3.3, and in the absence of manifest error the Servicer’s '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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx 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.

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 Company shall pay to the Originator the Purchase Price for the Receivables generated by the Originator on such Payment Date and sold to Date; provided that such payment may be deferred for the Company hereunderadministrative convenience of the Originator in the ordinary course of its business: (a) First, the Purchase Price shall be paid in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note issued to the Originator shall be increased by 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 Note or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3payments, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx the mark xxx Company Notes “CANCELED” Note "CANCELLED" and to return such Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the Originator KBK the Purchase Price for the Receivables generated by KBK on the Originator on such Payment Date and sold to the Company hereunder: (a) related Transfer Date: First, in cash to the extent the Company has cash available therefor; and (b) and Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Note to reflect the foregoing payments and reductions made pursuant to Section 3.3, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the OriginatorKBK. The Originator KBK hereby irrevocably authorizes the Servicer to xxxx the mark xxx Company Notes “Note "CANCELED” " and to return such Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the Originator coming into existence on such Payment Date and sold to the Company hereunder: (a) FirstBusiness Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent any portion provided under the terms of the Receivables Purchase Agreement, and to the extent any of such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal issued to such remaining Originator. To the extent that the Company does not have sufficient cash and cannot increase the outstanding principal amount of the Company Note issued to Sequa in respect of the Purchase PricePrice owed to Sequa, Sequa may make a capital contribution of cash and/or Receivables and Related Rights to the Company. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes or otherwise to reflect the foregoing payments and reductions made to reflect adjustments pursuant to Section 3.33.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of the on any Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originatorapplicable Originators, and all payments under the Company Notes shall be made to the Servicer for the account of the applicable payee thereof. The Each applicable Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” "CANCELLED" and to return such Company Notes to the Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, the Purchase Price shall be paid in cash to the extent the Company has cash available therefortherefor (the amount of any cash paid to the Originators shall be allocated among the Originators on a pro rata basis according to the amount of Receivables sold by each Originator); and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note issued to such Originator shall be increased by 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 Note or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3payments, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the relevant Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the Originator the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent funds are available to make such payment and such payment is permitted by paragraph (o) of Exhibit IV to the Receivables Purchase Agreement, and to the extent any portion of the such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceNote. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.33.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the Originator the Purchase Price for the Receivables generated sold by the Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent funds are available to make such payment and such payment is permitted by paragraph (o) of Exhibit IV to the Loan and Servicing Agreement, and to the extent any portion of the such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal to such remaining Purchase PriceNote. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes Note or otherwise to reflect the foregoing payments and reductions made adjustments pursuant to Section 3.3SECTION 3.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of on the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” Note "CANCELLED" and to return such the Company Notes Note to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Payment Business Day falling after the Closing Date subsequent 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 Company shall pay to the each Originator the Purchase Price for the Receivables generated sold by the such Originator on such Payment Date and sold to the Company hereunder: (a) Firston such Business Day, in cash to the extent the Company has cash available therefor; and (b) Secondcash, to the extent any portion provided under the terms of the Receivables Purchase Agreement, and to the extent any of such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount outstanding under of the applicable Company Note shall be increased by an amount equal issued to such remaining Purchase PriceOriginator. The Servicer shall make all appropriate record keeping entries with respect to each of the Company Notes or otherwise to reflect the foregoing payments and reductions made to reflect adjustments pursuant to Section 3.33.4, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, of and accrued interest on, each of the on any Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the OriginatorOriginators, and all payments under the Company Notes shall be made to the Servicer for the account of the applicable payee thereof. The Each Originator hereby irrevocably authorizes the Servicer to xxxx the Company Notes “CANCELED” "CANCELLED" and to return such Company Notes to the Company upon the final payment thereof after the occurrence of the Purchase and 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 747538185 22708133 5 Purchase and Sale Agreement Agreement, the Company shall pay to the each Originator the Purchase Price for the Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, in cash to each Originator to the extent the 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 (and such payment is not prohibited under the Receivables Financing Agreement); and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error 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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx 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.

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 Company shall pay to the each Originator the Purchase Price for the Purchased Receivables generated by the such Originator on such Payment Date and sold to the Company hereunderDate: (a) First, in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes for the benefit of the applicable Originator. The Each Originator hereby irrevocably authorizes the Servicer to xxxx 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.

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 Company shall pay to the Originator the Purchase Price for the Receivables generated by the Originator on such Payment Date and sold to the Company hereunder: (a) First, in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note shall be increased by 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 Section 3.3, and in the absence of manifest error the Servicer’s '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. Furthermore, the Servicer shall hold the Company Notes for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx mark the Company Notes “"CANCELED” " and to return such Company Notes to the tx xxe Company upon the final payment thereof after the occurrence of the Purchase and 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 Company shall pay to the Originator the Purchase Price for the Receivables generated transferred by the Originator on such Payment Date and sold to the Company hereunderDate: (a) First, the Purchase Price shall be paid in cash to the extent the Company has cash available therefor; and (b) Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Company Note issued to the Originator shall be increased by 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 Note or otherwise to reflect the foregoing payments and reductions made pursuant to Section 3.3payments, and in the absence of manifest error the Servicer’s 's books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Company Notes Note at any time. Furthermore, the Servicer shall hold the Company Notes Note for the benefit of the Originator. The Originator hereby irrevocably authorizes the Servicer to xxxx mark the Company Notes “CANCELED” Note "CANCELLED" and to return such Company Notes Note to the Company Xxxpany upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.