Common use of Subsequent Purchase Price Payments Clause in Contracts

Subsequent Purchase Price Payments. On each Business Day after the Initial Closing Date until the termination of this Agreement pursuant to SECTION 10.4 hereof, the Initial Purchaser shall pay to each Originator a portion of the Purchase Price due 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, solely to the extent 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 paid to each Originator shall be adjusted on each Settlement Date by the amount of the difference, if any, between (x) the amount due pursuant to SECTION 2.1 with respect to all Receivables created or originated by such Originator that arose during the corresponding Settlement Period and (y) the amount paid to such Originator during such Settlement Period pursuant to the 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 amount described in CLAUSE (y), such applicable Originator shall pay to the Initial Purchaser the difference by a reduction in the principal amount of the Initial Purchaser Note payable to such Originator, effective as of the last day of the related Settlement Period; PROVIDED, HOWEVER, that if at any time the unpaid principal amount of such Initial Purchaser Note has been reduced to zero, the applicable Originator shall pay the Initial Purchaser the remainder owed with respect thereto in immediately available funds to an account designated by the Initial Purchaser. On each Settlement Date, if no Liquidation Event under the Receivables Purchase Agreement has occurred and is continuing and payment of the 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 applicable Originator in an aggregate amount equal to 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 principal amount of and accrued interest on each Initial Purchaser Note. Each Originator hereby irrevocably authorizes Master Servicer to return its Initial Purchaser Note to the Initial Purchaser upon the final payment thereof after the termination of this Agreement pursuant to SECTION 10.4 hereof.

Subsequent Purchase Price Payments. On the 10th day (or if such day is not ---------------------------------- a Business Day, the next Business Day) of each 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 Company's servicer, will, on behalf of the Company, transfer to Originator (for Originator's own account) all cash made available to the 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 Business Day after Reporting Date, the Initial Closing Date until Company and the termination Originator shall determine the aggregate amount of this Agreement such transfers made during the immediately preceding Fiscal Period and the aggregate purchase price for Receivables and Related Property sold during such immediately preceding Fiscal Period. If any advance from the Company to the Originator pursuant to SECTION 10.4 hereofSection ------- 2.8 hereof was outstanding as of the prior Reporting Date (on the basis of --- calculations made pursuant to this subsection (b) on that -------------- prior Reporting Date), the Initial Purchaser shall pay to each Originator then a portion of the Purchase Price purchase price equal to the amount of such 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 -------- Originator determine that the amount of cash transferred to the Originator pursuant to SECTION 2.1 by depositing into such account as such 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 specify make an adjustment payment on such Reporting Date in immediately available funds from monies then held funds, in an amount equal to such excess; provided further -------- ------- that such adjustment payment shall be reduced by or on behalf of the Initial Purchaser, solely (i) an amount up to the extent 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 paid to each Originator shall be adjusted on each Settlement Date by the amount of the difference, if any, between (x) the amount due pursuant to SECTION 2.1 with respect to all Receivables created or originated by such Originator that arose during the corresponding Settlement Period and (y) the amount paid to such Originator during such Settlement Period pursuant to the 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 amount described in CLAUSE (y), such applicable Originator shall pay to the Initial Purchaser the difference by a reduction in the principal amount of the Initial Purchaser Company Note payable on such Reporting Date, which reduction shall be deemed a payment of such outstanding principal amount, and (ii) if the adjustment payment has not been reduced to zero pursuant to clause (i) above, an amount up to the amount of advances by the Company pursuant to Section 2.08 that are permitted on such Originator, effective as Reporting Date consistent with Section ------------ ------- 7.03(k) of the last day Securitization Agreement. Any portion of the related Settlement Period; PROVIDEDpurchase price for ------- Receivable and Related Property sold during any Fiscal Period which remains unpaid on the next succeeding Reporting Date, HOWEVERafter giving effect to the foregoing settlements and transfers made on such date, that if at any time shall be paid by increasing the unpaid outstanding principal amount of such Initial Purchaser Note has been reduced to zero, the applicable Originator shall pay the Initial Purchaser the remainder owed with respect thereto in immediately available funds to an account designated by the Initial Purchaser. On each Settlement Date, if no Liquidation Event under the Receivables Purchase Agreement has occurred and is continuing and payment of the 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 applicable Originator in an aggregate amount equal to 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 principal amount of and accrued interest on each Initial Purchaser Company Note. Each Originator hereby irrevocably authorizes Master Servicer to return its Initial Purchaser Note to the Initial Purchaser upon the final payment thereof after the termination of this Agreement pursuant to SECTION 10.4 hereof.

Subsequent Purchase Price Payments. On each Business Day after the Initial Closing Date until the termination of this Agreement pursuant to SECTION 10.4 Section 9.4 hereof, the Initial Purchaser Company shall pay to each Originator a portion of the Purchase Price due to such Originator pursuant to SECTION Section 2.1 by depositing into such account as such Originator shall specify in immediately available funds from such Originator's Pro Rata share of monies then held by or on behalf of the Initial Purchaser, Company (or by permitting such Originator to retain Collections received by such Originator in its capacity as a sub-servicer) solely to the extent 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 Administrative Agent or the Purchasers 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 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. The portion of To the extent that the Available Funds are insufficient to pay the Purchase Price paid then due to each any Originator in full, the remaining portion of such Purchase Price shall be adjusted on each Settlement Date paid by increasing the principal amount of the differenceInitial Purchaser Note of such Originator (or, if anyin the case of TNLP, between of Terra Capital), effective as of the related Month End Date. To the extent that (x) the amount due pursuant to SECTION Section 2.1 with respect to all Designated Receivables created or originated generated by such an Originator that arose during the corresponding Settlement Period and month is exceeded by (y) the amount paid to such Originator during such Settlement Period month pursuant to the foregoing sentence sentences for such Designated 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 amount described in CLAUSE (y), such applicable Originator excess shall pay to the Initial Purchaser the difference by be treated as a reduction in the principal amount of the Initial Purchaser Note payable to of such OriginatorOriginator (or, in the case of TNLP, of Terra Capital), effective as of the last day of the related Settlement PeriodMonth End Date; PROVIDEDprovided, HOWEVERhowever, that if at any time the unpaid principal amount of such the Initial Purchaser Note of such Originator (or, in the case of TNLP, of Terra Capital) has been reduced to zero, the applicable such Originator shall pay the Initial Purchaser Company the remainder owed with respect thereto in immediately available funds to an account designated by funds. Each Originator (or Terra Capital, in the Initial Purchaser. On each Settlement Date, if no Liquidation Event under the Receivables Purchase Agreement has occurred and is continuing and payment case of the 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 applicable Originator in an aggregate amount equal to the amounts that are available to the Initial Purchaser. Master Servicer Note held by it) shall make all appropriate record keeping entries with respect to the Initial Purchaser Notes Note held by it to reflect payments by the Initial Purchaser Company thereon and Master Servicersuch Person's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on each such Initial Purchaser Note. Each Originator hereby irrevocably authorizes Master Servicer to return its (or Terra Capital, in the case of the Initial Purchaser Note to held by it) shall return the Initial Purchaser Note held by it to the Company upon the final payment thereof after the termination of this Agreement pursuant to SECTION 10.4 Section 9.4 hereof.

Subsequent Purchase Price Payments. On each Business Day after the Initial Closing Date on which a Seller sells and transfers any Receivables to the Company hereunder until the termination of this Agreement pursuant to SECTION Section 10.4 hereof, the Initial Purchaser Company shall pay to each Originator Seller a portion of the Purchase Price due pursuant to SECTION Section 2.1 by depositing into such account as such Originator Seller shall specify in immediately available funds from monies then held by or on behalf of the Initial Purchaser, Company solely to the extent that such monies do not constitute Collections that are required to be segregated identified and held in trust by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator Agent or the Purchaser 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 Company (in its reasonable discretion) (such available monies, the "AVAILABLE FUNDS") and provided that such Originator Seller has paid all amounts then owing by due from it hereunder. The portion of To the extent that the Available Funds are insufficient to pay the Purchase Price paid to each Originator then due in full, the remaining portion of such Purchase Price shall be adjusted on each Settlement Date by the amount of the difference, if any, between (x) the amount due pursuant to SECTION 2.1 with respect to all Receivables created or originated by such Originator that arose during the corresponding Settlement Period and (y) the amount paid to such Originator during such Settlement Period pursuant to the 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 owed to such Seller 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 amount described in CLAUSE (y), such applicable Originator shall pay to the Initial Purchaser the difference by a reduction in the principal amount of the Initial Purchaser Note payable to such OriginatorSeller Note, effective as of the last day of the related Settlement Period; PROVIDEDprovided, HOWEVERhowever, 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) 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 exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the foregoing sentences for such Receivables, such excess shall be treated as a reduction in the principal amount of the related Seller Note, effective as of the last day of the related Settlement Period; provided, however, that if at any time the unpaid principal amount of such Initial Purchaser Seller Note has been reduced to zero, the applicable Originator such Seller shall pay the Initial Purchaser Company the remainder owed with respect thereto of such excess payment in immediately available funds to an account designated by the Initial Purchaserfunds. On each Settlement Date, if no Liquidation Event under the Receivables Purchase Agreement has occurred and is continuing and payment of the 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 applicable Originator in an aggregate amount equal to the amounts that are available to the Initial Purchaser. Master Servicer Each Seller shall make all appropriate record keeping entries with respect to the Initial Purchaser Notes its Seller Note to reflect payments by the Initial Purchaser Company thereon and Master Servicersuch Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on each Initial Purchaser the related Seller Note. Each Originator hereby irrevocably authorizes Master Servicer to Seller shall return its Initial Purchaser Seller Note to the Initial Purchaser Company upon the final payment thereof after the termination of this Agreement pursuant to SECTION Section 10.4 hereof.