Common use of Timing of Purchases Clause in Contracts

Timing of Purchases. All of the Receivables existing at the opening of an Originator’s business on the Restatement Date are hereby sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. All of the Receivables originated by any Originator on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables 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 sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or on the Restatement Date in the case of the sale or contribution (solely in the case of Outernet) on such date. The Related Assets with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Receivables existing at the opening of an the Originator’s business on the Restatement Date are hereby sold or contributed (solely in the case of Outernet)contributed, as applicable, to Buyer on such date in accordance with the terms hereof. All of the Receivables originated by any the Originator on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet)contributed, as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables 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 sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or on the Restatement Date in the case of the sale or contribution (solely in the case of Outernet) on such date. The Related Assets with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit Originator. Effective as of the OriginatorsAmendment Date and pursuant to the Exchange Agreement, a portion of the Originator’s capital in Buyer was converted to Debt by way of increasing the outstanding principal balance of the Subordinated Note. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof75,000,000.

Timing of Purchases. All of the Receivables and the Related Rights existing at immediately after the opening of an Originatorthe Transferor’s business on the Restatement 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 (solely in the case of Outernet)contributed, as applicable, to Buyer the Transferee on such date in accordance with the terms hereof. All of the Receivables originated by any Originator on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables 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 sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Closing Date until the Purchase and 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 (solely in to the case of Outernet) to Buyer Transferee immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or Transferor. In respect of (i) purchases on the Restatement 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 sale 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 contribution (solely portions thereof) allocable to the unpaid portion of the Purchase Price as provided in the case of OuternetSection 2.3(d) on such datebelow. The Related Assets Rights with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets Rights exist at such time or arise, are acquired or are originated thereafter. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Receivables of SIRVA Relo existing at the opening of an Originator’s business on the Initial Funding Date, or that were created between such date and the Third Restatement Date are hereby were sold or contributed (solely in the case of Outernet), as applicable, to Buyer on pursuant to the First Purchase Agreement, the Second Purchase Agreement or the Third Purchase Agreement. SIRVA Relo hereby reaffirms all such date in accordance with the terms hereofsales, and agrees and confirms that such sales shall be governed by this Agreement. All of the Receivables originated by any Originator of Executive Relo existing at the opening of business on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold December 22, 2005, or contributed (solely in the case of Outernet), as applicable, to Buyer on that were created between such date in accordance with and the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables Third Restatement Date, were sold to Buyer in immediately available funds; provided, however, pursuant to the extent Second Purchase Agreement and the Third Purchase Agreement. Executive Relo hereby reaffirms all such sales, and agrees and confirms that such sales shall be governed by this Agreement. All of the Receivables of SIRVA Global existing at the opening of business on December 22, 2006 or that were created between such date and the Third Restatement Date, were sold to the Buyer does not have funds available pursuant to pay the Third Purchase Price due on the sale date Agreement. SIRVA Global hereby reaffirms all such sales, and agrees and confirms that such sales shall be governed by this Agreement. Nothing in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment this Agreement shall be deemed to have been funded release any interest acquired by the related Originator through either (i) an advance under the Subordinated Note, subject Buyer in Receivables and Collections pursuant to the limitation in Section 2.3(e) below First Purchase Agreement, the Second Purchase Agreement or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) belowThird Purchase Agreement. On and after the Restatement Date until the Purchase and Sale Termination Initial Funding Date, each Receivable of SIRVA Relo shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable. On and after December 22, 2005, each Receivable of Executive Relo shall be deemed to have been sold to Buyer immediately (and without further action by any Person) upon the related Originator or on creation of such Receivable. On and after December 22, 2006, each Receivable of SIRVA Global shall be deemed to have been sold to Buyer immediately (and without further action by any Person) upon the Restatement Date in the case creation of the sale or contribution (solely in the case of Outernet) on such dateReceivable. The Related Assets proceeds with respect to each Receivable (including all Collections with respect thereto) shall be sold or contributed (solely in the case of Outernet) 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. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Receivables of SIRVA Relo existing at the opening of an Originator’s business on the Initial Funding Date, or that were created between such date and the Second Restatement Date are hereby Date, were sold or contributed (solely in the case of Outernet), as applicable, to Buyer on pursuant to the First Purchase and Sale Agreement and the Original Purchase and Sale Agreement. SIRVA Relo hereby reaffirms all such date in accordance with the terms hereofsales, and agrees and confirms that such sales shall be governed by this Agreement. All of the Receivables originated by any Originator of Executive Relo existing at the opening of business on any date after the Restatement Date until Date, or that were created between such date and the Second Restatement Date, were sold to Buyer pursuant to the Original Purchase and Sale Termination Date Agreement. Executive Relo hereby reaffirms all such sales, and agrees and confirms that such sales shall be sold or contributed (solely governed by this Agreement. Nothing in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables 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 sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment this Agreement shall be deemed to have been funded release any interest acquired by the related Originator through either (i) an advance under the Subordinated Note, subject Buyer in Receivables and Collections pursuant to the limitation in Section 2.3(e) below First Purchase and Sale Agreement or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) belowOriginal Purchase and Sale Agreement. On and after the Restatement Date until the Purchase and Sale Termination Initial Funding Date, each Receivable of SIRVA Relo shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable. 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 related Originator or creation of such Receivable. All of the Receivables of SIRVA Global existing at the opening of business on the Second Restatement Date in the case are hereby sold to Buyer as of the sale or contribution Second Restatement Date. On and after the Second Restatement Date, each Receivable of SIRVA Global shall be deemed to have been sold to Buyer immediately (solely in and without further action by any Person) upon the case creation of Outernet) on such dateReceivable. The Related Assets proceeds with respect to each Receivable (including all Collections with respect thereto) shall be sold or contributed (solely in the case of Outernet) 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. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Canadian Trade Receivables (other than any Quebec Receivable) existing at the opening of an the Canadian Originator’s business on the Restatement Closing Date are hereby sold or contributed (solely in sold, transferred, assigned and conveyed to the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. All of the Canadian Trade Receivables (other than the Quebec Receivables) originated by any the Canadian Originator on any date after the Restatement opening of the Canadian Originator’s business on the Closing Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in sold, transferred, assigned and conveyed to the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. Effective on the Closing Date, the Canadian Originator hereby sells, transfers, assigns and conveys to the Buyer, and the Buyer hereby purchases, the Canadian Originator’s entire right, title and interest in, to and under all present and future Quebec Receivables and the Quebec Related Assets with respect thereto, including the universality of all present and future claims and rights of action arising from (i) the present and future Quebec Receivables of the Canadian Originator and (ii) the Quebec Related Assets with respect to such present and future Quebec Receivables. With respect to any Canadian Trade Receivables that are sold, transferred, assigned and conveyed to the Buyer, the Buyer shall pay to the applicable Canadian Originator (i) in the case of Canadian Trade Receivables other than Quebec Receivables, on the date of such sale the applicable cash Purchase Price for such Canadian Trade Receivables in immediately available funds and (ii) in the Receivables sold to Buyer case of Quebec Receivables, on the date of the creation of each such Quebec Receivable by the Canadian Originator, the applicable Purchase Price for such Quebec Receivable in immediately available funds; provided, however, to the extent that the Buyer does not have funds available to pay the Purchase Price due on the sale date in cash (such cash insufficiency being a “Deferred Payment”)cash, such Deferred Payment the Buyer shall be deemed to have been funded pay the difference by issuing limited partnership units in the related Originator through either (i) an advance under the Subordinated Note, subject Buyer to the limitation Canadian Originator and by adding to the Canadian Originator’s capital account in the Buyer an amount equal to such difference as provided in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d2.3(c) below. On and after the Restatement Closing Date until the Purchase and Sale Termination Date, each Canadian Trade Receivable shall be, and shall be deemed to have been sold or contributed (solely in been, sold, transferred, assigned and conveyed to the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely of such Canadian Trade Receivable or, in the case of Outernet) of such Receivable by the related Originator or Quebec Receivables, on the Restatement Date in the case of the sale or contribution (solely in the case of Outernet) on such dateClosing Date. The Related Assets with respect to each Canadian Trade Receivable shall be sold or contributed (solely in the case of Outernet) sold, transferred, assigned and conveyed at the same time as such Canadian Trade Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Receivables existing at the opening of an each Originator’s business on the Restatement Closing Date are hereby sold or contributed (solely in the case of Outernet)contributed, as applicable, to Buyer on such date in accordance with the terms hereof. All of the Receivables originated by any Originator on any date after the Restatement Closing Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet)contributed, as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator respective Originators on the Closing Date or within two (2) Business Days after the date of such sale sale, as applicable, the applicable cash Purchase Price for the Receivables 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 other sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the related Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) Hill-Rom, as an Originator, as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Closing Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or on the Restatement Date in the case of the sale or contribution (solely in the case of Outernet) on such dateOriginator. The Related Assets with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter. Buyer has executed has, or shall on the date that any Originator becomes a party to this Agreement, execute and delivered deliver in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the each, a “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each such Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Receivables and the Related Rights existing at immediately after the opening of an Originatorthe Transferor’s business on the Restatement 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 (solely in the case of Outernet)contributed, as applicable, to Buyer the Transferee on such date in accordance with the terms hereof. All of the Receivables originated by any Originator on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables 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 sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Closing Date until the Purchase and 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 (solely in to the case of Outernet) to Buyer Transferee immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or Transferor; provided, that any Receivables generated by the Transferor 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 Restatement date hereof. 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 sale 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 contribution (solely portions thereof) allocable to the unpaid portion of the Purchase Price as provided in the case of OuternetSection 2.3(d) on such datebelow. The Related Assets Rights with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets Rights exist at such time or arise, are acquired or are originated thereafter. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators. On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.

Timing of Purchases. All of the Receivables existing at the opening of an the Originator’s business on the Restatement Closing Date are hereby sold or contributed (solely in the case of Outernet)contributed, as applicable, to Buyer on such date in accordance with the terms hereof. All of the Receivables originated by any the Originator on any date after the Restatement Closing Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet)contributed, as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables 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 sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Closing Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or on the Restatement Closing Date in the case of the sale or contribution (solely in the case of Outernet) on such date. The Related Assets with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter. Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit Originator. Effective as of the OriginatorsAmendment Date and pursuant to the Exchange Agreement, a portion of the Originator’s capital in Buyer is being converted to Debt by way of increasing the outstanding principal balance of the Subordinated Note. On the Restatement DateAmendment Date and after giving effect to the Exchange Agreement, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to ▇▇▇▇ the Subordinated Note “CANCELED” and to return such Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date. Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note. Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof75,000,000.