Common use of Consideration and Terms Clause in Contracts

Consideration and Terms. (a) The initial Transfer shall be ----------------------- made on at least two Business Days' notice from the Transferor to the Agent in an amount equal to the Transfer Limit. On each Settlement Date thereafter occurring prior to the Facility Termination Date, unless the Transferor has given written notice to the contrary not less than two Business Days prior to such Settlement Date, the Transferor shall be deemed to have requested a Transfer in an amount equal to the excess of the Transfer Limit over the Capital as of such Settlement Date (after giving effect to all payments to be made on such date). The amount to be paid by the Issuer in respect of each Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for ------------- such Receivables); provided that with respect to each Transfer other than the -------- Initial Transfer, such amount shall not exceed the amount of the Transfer requested in the preceding sentence. Not less than two Business Days prior to the date of each Transfer (each, a "Transfer Date"), the Transferor shall ------------- deliver to the Agent a written notice specifying (i) the date and duration of the initial Fixed Periods for the Receivables to be transferred, and (ii) detailed information regarding such Receivables. (b) Promptly upon receipt of such notice, the Agent shall deliver a copy thereof to the Issuer. The Issuer shall promptly notify the Agent whether the Issuer has determined to direct the Agent to accept such Transfer. The Agent shall promptly thereafter notify the Transferor (i) whether the Issuer has determined to direct the Agent to accept such Transfer, and (ii) whether the desired duration of the initial Fixed Periods for the Receivables to be accepted is acceptable. Each Transfer other than the initial Transfer shall be made only on a Settlement Date or as otherwise mutually agreed by the Transferor and the Agent. On each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Issuer shall make available to the Agent the Consideration in respect of such Transfer by deposit of such amount in same day funds to the Agent's Account and, after the receipt by the Agent of such funds, the Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 2:00 P.M. (New York City time) to the Transferor's account no. 56000209038 at PNC Bank, Delaware (ABA # ▇▇▇▇▇▇▇▇▇); provided, however, that in the case of each Transfer other than the initial -------- ------- Transfer, the applicable Consideration may be netted against amounts to be deposited to the Agent's Account on such date by the Collection Agent pursuant to Section 1.03 and (y) the Transferor shall (effective on the date of each Transfer automatically and without any further documentation) transfer to the Agent for the benefit of the Issuer and the other Transferees all of the related Receivables, the Related Contracts, the Related Security (other than the Equipment) and the Collections in respect thereof. The Issuer shall on the date of each Transfer and on the first day of each Fixed Period (other than the initial Fixed Period) for such Receivables, notify the Agent, and the Agent shall notify the Transferor, of the Transferee Rate for such Fixed Period.

Consideration and Terms. As consideration for the Assets (athe "Purchase Price"), at the Closing, Buyer will deliver or cause to be delivered 2 4 to Seller $640,000 in the form of a cashier's check or wire transfer and 81,270 newly issued shares (collectively, as subject to adjustment in accordance with the last sentence of this Section 1.3, the "Parent Shares") The initial Transfer of Common Stock of Parent (i.e. the same class of shares as the Parent's shares that are currently traded on NASDAQ under the symbol SCTR). Notwithstanding anything to the contrary contained herein the Purchase Price shall be ----------------------- made on at least two Business Days' notice from the Transferor subject to the Agent in reduction by an amount equal to the Transfer Limitaggregate amount of claims, charges, liabilities or payables, if any, that are paid by Buyer after the Closing Date but before the first anniversary of the Closing Date (the "Final Determination Date"), which claims, charges, liabilities or payables arise out of actions, events, liabilities or other circumstances existing before the Closing Date that are not Assumed Liabilities. On each Settlement Date thereafter occurring prior to If on the Facility Termination Date, unless the Transferor has given written notice to the contrary not less than two Business Days prior to such Settlement Final Determination Date, the Transferor Purchase Price is required to be reduced in accordance with the foregoing, then such reduction shall be deemed effected by the cancellation by Parent of that number of Parent Shares issued on the Closing Date to have requested a Transfer in Seller having an amount aggregate value (determined by valuing each such Parent Share at $31.50 per share (the "Original Issue Price") equal to the excess amount of such reduction (shares so canceled are referred to herein collectively as the "Canceled Parent Shares"), but in no case shall the cash portion of the Transfer Limit over Purchase Price be reduced pursuant to this Section 1.3. In order to facilitate the Capital reduction of the Purchase Price, if any, that may occur on the Final Determination Date, each of Seller and The Members agrees that Parent may cancel the Canceled Parent Shares regardless of whether certificates evidencing such Canceled Parent Shares are then in the possession of Parent or Buyer. This Section 1.3 is subject to the terms of the Lock-Up Letter (as of such Settlement Date (after giving effect to all payments to be made on such datehereinafter defined). The amount to be paid by In the Issuer in respect of each Transfer shall be equal event that, subsequent to the Aggregate Adjusted Outstanding Balance date of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for ------------- such Receivables); provided that with respect to each Transfer other than the -------- Initial Transfer, such amount shall not exceed the amount of the Transfer requested in the preceding sentence. Not less than two Business Days this Agreement but prior to the date of each Transfer (each, a "Transfer Date")that all Parent Shares are released from the restrictions under the Lock-Up Letter, the Transferor shall ------------- deliver to the Agent a written notice specifying (i) the date and duration shares of the initial Fixed Periods Parent shall have been changed into or exchanged for the Receivables to be transferreda different number or kind of shares or securities through a reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and (ii) detailed information regarding such Receivables. (b) Promptly upon receipt of such notice, the Agent shall deliver a copy thereof to the Issuer. The Issuer shall promptly notify the Agent whether the Issuer has determined to direct the Agent to accept such Transfer. The Agent shall promptly thereafter notify the Transferor (i) whether the Issuer has determined to direct the Agent to accept such Transfer, and (ii) whether the desired duration of the initial Fixed Periods for the Receivables to be accepted is acceptable. Each Transfer other than the initial Transfer proportionate adjustment shall be made only on a Settlement Date or as otherwise mutually agreed by in the Transferor Parent Shares and the Agent. On each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Issuer shall make available to the Agent the Consideration in respect of such Transfer by deposit of such amount in same day funds to the Agent's Account and, after the receipt by the Agent of such funds, the Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 2:00 P.M. (New York City time) to the Transferor's account no. 56000209038 at PNC Bank, Delaware (ABA # ▇▇▇▇▇▇▇▇▇); provided, however, that in the case of each Transfer other than the initial -------- ------- Transfer, the applicable Consideration may be netted against amounts to be deposited to the Agent's Account on such date by the Collection Agent pursuant to Section 1.03 and (y) the Transferor shall (effective on the date of each Transfer automatically and without any further documentation) transfer to the Agent for the benefit of the Issuer and the other Transferees all of the related Receivables, the Related Contracts, the Related Security (other than the Equipment) and the Collections in respect thereof. The Issuer shall on the date of each Transfer and on the first day of each Fixed Period (other than the initial Fixed Period) for such Receivables, notify the Agent, and the Agent shall notify the Transferor, of the Transferee Rate for such Fixed PeriodOriginal Issue Price.