TITLE, INTEREST IN, TO AND UNDER
THE PURCHASED ASSETS, TOGETHER WITH ALL PAYMENTS AND RIGHTS TO PAYMENT
THEREUNDER, AND ALL SECURITY INTERESTS, LIENS AND OTHER RIGHTS OF DEBTOR
THEREUNDER OR IN CONNECTION THEREWITH.
SECTION 3.
PURCHASE PRICE
SECTION 3.1
PURCHASE PRICE.
(a)
The purchase price for the Purchased Assets
(the "Purchase Price") shall equal the amount of (i) the outstanding principal
loan balance due under the Loan Documents as of the close of business on the
Closing Date, plus (ii) the unpaid accrued interest and prorated fees relating
to the Loans as of the close of business on the Closing Date, plus (iii) the
Deposit, less the sum of (w) the Loss Adjustment, (x) the Purchase Price
Adjustment, (y) prorated prepaid fees, and (z) credits due to Obligors of each
Loan, including, but not limited to: deposits, customer cash, and all set-offs
due to any Obligor under a Loan.
(b)
At the Closing, the Buyer shall pay, on
account of the Purchase Price, an amount equal to (i) the amount provided by
Section 3.1(a) estimated on and as of the Closing Date, the computation of which
is set forth on Schedule 3.1(b) (the "Estimated Purchase Price"), less (ii) the
Hold Back Amount.
SECTION 3.2
PURCHASE PRICE ADJUSTMENT.
(a)
Not less than five (5) Business Days after
the Closing Date (the "Purchase Price Adjustment Date"), the Buyer shall deliver
to Secured Party and Debtor:
(I)
AN UPDATED CALCULATION OF THE PURCHASE
PRICE WHICH SHALL LIST THE LOANS TOGETHER WITH THE OUTSTANDING PRINCIPAL BALANCE
DUE UNDER THE LOAN DOCUMENTS AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE;
(II)
A STATEMENT SETTING FORTH THE AGGREGATE
INTEREST ACCRUED BUT UNPAID WITH RESPECT TO EACH OF THE LOANS AS OF THE CLOSE OF
BUSINESS ON THE CLOSING DATE;
(III)
A STATEMENT SETTING FORTH ALL CREDITS DUE
OBLIGORS WITH RESPECT TO EACH OF THE LOANS, INCLUDING, BUT NOT LIMITED TO:
DEPOSITS; SPECIAL CREDIT RESERVES, CUSTOMER CASH AND CREDIT RESERVES ON RECORDS
OF DEBTOR, AND ALL SET-OFFS DUE TO ANY OBLIGOR UNDER A LOAN; AND
(V)
A STATEMENT SETTING FORTH THE DIFFERENCE
(POSITIVE OR NEGATIVE) BETWEEN THE ESTIMATED PURCHASE PRICE AND THE PURCHASE
PRICE AS OF THE CLOSING DATE, RECALCULATED ON THE PURCHASE PRICE ADJUSTMENT
DATE.
(B)
IN THE EVENT THAT THE PURCHASE PRICE
CALCULATED ON THE PURCHASE PRICE ADJUSTMENT DATE IS GREATER THAN THE ESTIMATED
PURCHASE PRICE, THE BUYER SHALL PAY THE AMOUNT OF SUCH SHORTFALL TO THE PARTY
ENTITLED TO PAYMENT THEREOF (AS PROVIDED BY SECTION 7).
IN THE EVENT THAT THE
PURCHASE PRICE CALCULATED ON THE PURCHASE PRICE ADJUSTMENT DATE IS LESS THAN THE
ESTIMATED PURCHASE PRICE, THE DEBTOR SHALL PAY THE AMOUNT OF SUCH DEFICIENCY TO
THE BUYER OR IF NOT PAID AS HEREIN PROVIDED, BUYER SHALL SET OFF THE AMOUNT OF
SUCH DEFICIENCY AGAINST ANY FUTURE PAYMENTS BUYER OWES HEREUNDER.
ANY PAYMENT
FROM THE DEBTOR OR THE BUYER PURSUANT TO THIS SECTION 3.2(B) SHALL BE MADE NO
LATER THAN TEN (10) BUSINESS DAYS FOLLOWING (I) THE DATE OF THE