THIS SECTION 2.1 IS DETERMINED BY A COURT OF COMPETENT JURISDICTION OR OTHER
GOVERNMENTAL AUTHORITY TO BE A TRANSFER FOR SECURITY (AN "INCONSISTENT
DETERMINATION"), THEN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE, AND HEREBY IS,
A "SECURITY AGREEMENT" WITHIN THE MEANING OF ARTICLE 9 OF THE UCC AND THE
APPLICABLE SELLER HEREBY GRANTS TO THE BUYER A "SECURITY INTEREST" WITHIN THE
MEANING OF ARTICLE 9 OF THE UCC IN ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO
AND UNDER THE RELATED SALE ASSETS, NOW EXISTING AND HEREAFTER CREATED, TO SECURE
THE PROMPT AND COMPLETE PAYMENT OF A LOAN DEEMED TO HAVE BEEN MADE IN AN AMOUNT
EQUAL TO THE AGGREGATE PURCHASE PRICE OF SUCH SALE ASSETS TOGETHER WITH ALL OF
THE OTHER
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OBLIGATIONS OF SUCH SELLER HEREUNDER. THE BUYER SHALL HAVE, IN ADDITION TO THE
RIGHTS AND REMEDIES WHICH IT MAY HAVE UNDER THIS AGREEMENT, ALL OTHER RIGHTS AND
REMEDIES PROVIDED TO A SECURED CREDITOR UNDER THE UCC AND OTHER APPLICABLE LAW,
WHICH RIGHTS AND REMEDIES SHALL BE CUMULATIVE. IN CONNECTION HEREWITH, THE BUYER
SHALL BE PERMITTED TO FILE (AT ITS OWN EXPENSE) PROTECTIVE UCC FINANCING
STATEMENTS NECESSARY FOR THE BUYER TO HAVE A PERFECTED SECURITY INTEREST IN THE
SALE ASSETS IN THE EVENT OF AN INCONSISTENT DETERMINATION (EACH A "PROTECTIVE
FILING"). FURTHERMORE, AUTOMATICALLY UPON AN INCONSISTENT DETERMINATION AND
WITHOUT ANY FURTHER ACTION BY THE APPLICABLE SELLER OR THE BUYER, OR ANY
AMENDMENT TO THIS AGREEMENT BEING REQUIRED, EACH REPRESENTATION OR WARRANTY BY
SUCH SELLER ATTESTING AS TO THE VALID CONVEYANCE OF SALE ASSETS SHALL BE DEEMED
TO BE A REPRESENTATION AND WARRANTY THAT SUCH SELLER HAS GRANTED THE BUYER A
VALID AND CONTINUING SECURITY INTEREST IN THE SALE ASSETS, FREE AND CLEAR OF ALL
LIENS (EXCEPT FOR PERMITTED LIENS).
Section 2.2.
Purchase Price.
The purchase price (the "Purchase Price") for each item of Sale Assets sold to
the Buyer by a Seller under this Agreement shall be a dollar amount equal to the
purchase price paid by such Seller for the applicable Receivables under such
Seller's Sale Agreement, in each case to be paid in accordance with Section 2.3.
Section 2.3.
Payment of Purchase Price.
(A)
THE PURCHASE PRICE FOR ANY SALE ASSETS SOLD
BY A SELLER TO THE BUYER ON ANY PURCHASE DATE SHALL BE PAID IN A COMBINATION OF
(I) IMMEDIATELY AVAILABLE FUNDS AND (II) IF THE BUYER LACKS SUFFICIENT FUNDS TO
PAY THE FULL AMOUNT OF SUCH PURCHASE PRICE (AFTER TAKING INTO ACCOUNT THE
PROCEEDS THE BUYER EXPECTS TO RECEIVE PURSUANT TO THE CREDIT AGREEMENT), CASH
PAID BY CLST ASSET II, LLC OR OTHER MEMBERS OF THE BUYER IN CONNECTION WITH A
CAPITAL CONTRIBUTION BY SUCH MEMBER(S) TO THE BUYER.
(B)
THE APPLICABLE SELLER, IN CONNECTION WITH
EACH DELIVERY OF A SALE ASSIGNMENT HEREUNDER RELATING TO ANY SALE ASSETS, SHALL
BE DEEMED TO HAVE CERTIFIED, WITH RESPECT TO SUCH SALE ASSETS, THAT ITS
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AS OF THE RELATED