Common use of Timing of Purchases Clause in Contracts

Timing of Purchases. All of the Receivables existing at the opening of each Originator’s business on the Closing Date are hereby sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. In respect of purchases on the Closing Date sold by such Originator hereunder, Buyer shall pay the respective Originators the applicable cash Purchase Price for the Receivables within two (2) Business Days after such creation in immediately available funds; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on any day in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, the Deferred Payment shall be deemed principal, as applicable to each Originator, of the respective Subordinated Notes, subject to the limitation in Section 2.3(d) below. On and after the Closing Date until the Purchase Termination Date, each Receivable shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such Receivable. The Related Assets with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter.

Timing of Purchases. All of the Receivables and the Related Rights existing at immediately after the opening of each Originatorthe Transferor’s business on the Closing Date (including each Receivable and Related Right sold, or purportedly sold, to the Transferor by the Originators pursuant to the Purchase and Sale Agreement) are hereby sold or contributed, as applicable, to Buyer the Transferee on such date in accordance with the terms hereof. In respect of purchases on the Closing Date sold by such Originator hereunder, Buyer shall pay the respective Originators the applicable cash Purchase Price for the Receivables within two (2) Business Days after such creation in immediately available funds; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on any day in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, the Deferred Payment shall be deemed principal, as applicable to each Originator, of the respective Subordinated Notes, subject to the limitation in Section 2.3(d) below. On and after the Closing Date until the Purchase Sale Termination Date, each Receivable and Related Right (including each Receivable and Related Right sold, or purportedly sold, to the Transferor by the Originators pursuant to the Purchase and Sale Agreement) shall be deemed to have been sold or contributed to Buyer the Transferee immediately (and without further action by any Person) upon the creation or acquisition of such ReceivableReceivable by the Transferor. In respect of (i) purchases on the Closing Date, the Transferee shall pay the Transferor the applicable cash Purchase Price for the Receivables and the Related Rights within two (2) Business Days after the Closing Date in immediately available funds and (ii) purchases of Receivables originated on or after the Closing Date and the Related Rights, the Transferee shall pay the Transferor the applicable cash Purchase Price on such day; provided, however, in the case of clause (i) and clause (ii), to the extent that the Transferee does not have funds available to pay the Purchase Price due on any day in cash, the Transferor shall contribute to the Transferee the Receivables and Related Rights (or portions thereof) allocable to the unpaid portion of the Purchase Price as provided in Section 2.3(d) below. The Related Assets Rights with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets Rights exist at such time or arise, are acquired or are originated thereafter.

Timing of Purchases. All of the Receivables and the Related Rights existing at the opening of each Originator’s business on the Closing Date are hereby sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. On and after the Closing Date until the Sale Termination Date, each Receivable arising after the Closing Date shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such Receivable by the respective Originator. In respect of (i) purchases on the Closing Date sold by such Originator hereunder, Buyer shall pay the respective Originators the applicable cash Purchase Price for the Receivables within two and the Related Rights on the Closing Date and (2ii) Business Days purchases of Receivables originated on or after the Closing Date and the Related Rights, Buyer shall pay the respective Originators the applicable cash Purchase Price on such creation in immediately available fundsday; provided, however, in the case of clause (i) and clause (ii), to the extent that Buyer does not have funds available to pay the Purchase Price due on any day in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, the Deferred Payment shall be deemed principal, as applicable to each Originator, of the respective Subordinated Notes, subject to the limitation in Section 2.3(d) below. On and after the Closing Date until the Purchase Termination Date, each Receivable shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such Receivable. The Related Assets Rights with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets Rights exist at such time or arise, are acquired or are originated thereafterthereafter by the respective Originator.

Timing of Purchases. All of the Receivables and the Related Rights existing at the opening of each Originator’s business on the Closing Date are hereby sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. On and after the Closing Date until the Sale Termination Date, each Receivable shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such Receivable by the respective Originator. In respect of purchases on the Closing Date sold by such Originator any purchase hereunder, Buyer shall pay the respective Originators the applicable cash Purchase Price for the Receivables within two (2) Business Days after such creation in immediately available fundsand the Related Rights on the applicable purchase date; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on any day in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, ) the Buyer shall pay the Deferred Payment shall be deemed principalby (i) increasing the principal amount of the Subordinated Note held by such Originator, as applicable to each Originator, of the respective Subordinated Notes, subject to the limitation provided in Section 2.3(d2.3(c)(iii) below. On and after below or (ii) solely if elected by Oncor in its sole discretion by increasing the Closing Date until capital account to reflect an increase in the Purchase Termination Date, each Receivable shall be deemed to have been sold or contributed to Buyer immediately (and without further action equity interest held by any Person) upon Oncor in the creation or acquisition of such ReceivableBuyer. The Related Assets Rights with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets Rights exist at such time or arise, are acquired or are originated thereafterthereafter by the respective Originator.

Timing of Purchases. All of the Receivables of SIRVA Relo existing at the opening of each Originator’s business on the Closing Date are hereby Initial Funding Date, or that were created between such date and the Restatement Date, were sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. In respect of purchases on the Closing Date sold by such Originator hereunder, Buyer shall pay the respective Originators the applicable cash Purchase Price for the Receivables within two (2) Business Days after such creation in immediately available funds; provided, however, pursuant to the extent Original Purchase and Sale Agreement. SIRVA Relo hereby reaffirms all such sales, and agrees and confirms that Buyer does not have funds available to pay the Purchase Price due on any day such sales shall be governed by this Agreement. Nothing in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, the Deferred Payment this Agreement shall be deemed principal, as applicable to each Originator, of the respective Subordinated Notes, subject release any interest acquired by Buyer in Receivables and Collections pursuant to the limitation in Section 2.3(d) belowOriginal Purchase and Sale Agreement. On and after the Closing Date until the Purchase Termination Initial Funding Date, each Receivable of SIRVA Relo shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such Receivable. All of the Receivables of Executive Relo existing at the opening of business on the Restatement Date are hereby sold to Buyer as of the Restatement Date. On and after the Restatement Date, each Receivable of Executive Relo shall be deemed to have been sold to Buyer immediately (and without further action by any Person) upon the creation of such Receivable. The Related Assets proceeds with respect to each Receivable (including all Collections with respect thereto) shall be sold or contributed at the same time as such Receivable, whether such Related Assets proceeds (or Collections) exist at such time or arise, arise or are acquired or are originated thereafter.

Timing of Purchases. All of the Receivables and the Related Rights of each Originator existing at immediately after the opening of each such Originator’s business on the Closing Date are hereby sold or contributed, as applicable, to Buyer the Transferee on such date in accordance with the terms hereof. In respect of purchases on the Closing Date sold by such Originator hereunder, Buyer shall pay the respective Originators the applicable cash Purchase Price for the Receivables within two (2) Business Days after such creation in immediately available funds; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on any day in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, the Deferred Payment shall be deemed principal, as applicable to each Originator, of the respective Subordinated Notes, subject to the limitation in Section 2.3(d) below. On and after the Closing Date until the Purchase Sale Termination Date, each Receivable and Related Right shall be deemed to have been sold or contributed to Buyer the Transferee immediately (and without further action by any Person) upon the creation or acquisition of such ReceivableReceivable by the applicable Originator; provided, that any Receivables generated by an Originator from and after the commencement of the Chapter 11 Cases through the date hereof that were not sold to the Transferee, shall be sold to the Transferee on the date hereof. In respect of (i) purchases on the Closing Date, the Transferee shall pay the applicable Originator the applicable cash Purchase Price for the Receivables and the Related Rights transferred by such Originator within two (2) Business Days after the Closing Date in immediately available funds and (ii) purchases of Receivables originated on or after the Closing Date and the Related Rights, the Transferee shall pay the applicable Originator the applicable cash Purchase Price on such day. The Related Assets Rights with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets Rights exist at such time or arise, are acquired or are originated thereafter.

Timing of Purchases. All of the Receivables existing at the opening of each Originator’s business on the Closing Date are hereby sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. In respect All of purchases the Receivables originated by any Originator on any date after the Closing Date until the Purchase and Sale Termination Date shall be sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the respective Originators on the Closing Date sold by or within two (2) Business Days after the date of such Originator hereundersale, Buyer shall pay the respective Originators as applicable, the applicable cash Purchase Price for the Receivables within two (2) Business Days after such creation sold to Buyer in immediately available funds; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on the Closing Date or any day other sale date in cash (such cash insufficiency being a “Deferred Payment”), then until such Deferred Payment is made in cash, the Deferred Payment shall be deemed principal, as applicable to each Originator, of have been funded by the respective related Originator through an advance under the related Subordinated NotesNote, subject to the limitation in Section 2.3(d2.3(e) below. On and after the Closing Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such ReceivableReceivable by the related Originator. The Related Assets with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter.