Common use of Seller Note Clause in Contracts

Seller Note. On each Seller Effective Date, the Purchaser shall issue to each related Seller a note substantially in the form of Exhibit B (each, as amended, supplemented or otherwise modified from time to time, a "Seller Note"); provided, that by the execution of this Agreement, any Seller Notes existing immediately prior to the Restatement Effective Date shall be deemed to be restated to be in the form of Exhibit B hereto as of the Restatement Effective Date. The aggregate principal amount of a Seller Note at any time shall be equal to the difference between (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to the terms of Section 3.2 as of such time, minus (b) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of a Seller Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of a Seller Note shall accrue at a rate per annum equal to the highest Base Rate in effect during the applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be 2%, from and including the related Seller Effective Date, to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Date with respect to the principal amount of the Seller Note outstanding from time to time during the Settlement Period immediately preceding such Settlement Date and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on a Seller Note which is not so paid shall be added, at the request of such Seller, to the principal amount of such Seller Note. Principal hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date of a Seller Note. Default in the payment of principal or interest under a Seller Note shall not constitute a Purchase Termination Event under this Agreement, a Collection Agent Default or a Termination Event under the Receivables Transfer Agreement.

Seller Note. On each Seller the Effective Date, the Purchaser Company shall issue to each related Seller the Sellers a subordinated note substantially in the form of Exhibit B A hereto (each, as amended, supplemented or otherwise modified from time to time, a the "Seller Note"); provided, that . The Company has incurred Indebtedness evidenced by the execution Seller Note and may continue to incur Indebtedness evidenced by the Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment to each Seller of this Agreement, any all or a portion of the Purchase Price (net of such deductions as provided in Section 2.03(d) hereof) for Receivables and other Receivable Assets required to be paid for by the Company to such Seller Notes existing immediately prior on such Payment Date in accordance with Section 2.02 hereof; (iii) to the Restatement Effective Date shall be deemed extent that cash was not available to be restated to be in the form of Exhibit B hereto as of the Restatement Effective Date. The aggregate principal amount of a Seller Note at any time shall be equal to the difference between pay such Purchase Price (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount net of such Seller Note pursuant to the terms of Section 3.2 deductions) in accordance with Sections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as of such timeapplicable); and (iv) subject, minus (b) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of a Seller Note shall be allocated, firstany event, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereofSection 8.03 hereof. Interest on the outstanding principal amount of a Seller Note shall accrue at a rate per annum equal to the highest Base Rate in effect during the applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be 2%, from and including the related Seller Effective Date, to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Date with respect to the principal amount of the Seller Note outstanding (as such principal amount may have been increased pursuant to the preceding sentence and the following proviso) shall accrue at One-Month LIBOR plus 2.00% per annum from time and including the Effective Date and shall be paid on each Distribution Date with respect to time during amounts accrued and not paid as of the last day of the preceding Settlement Period immediately preceding such Settlement Date and/or (y) on and the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on a the Seller Note which is not so paid shall be added, at the request of such the applicable Seller, to the principal amount of such the Seller Note. Principal hereunder not paid or prepaid The principal amount of the Seller Note (as such principal amount may have been increased pursuant to the terms hereof proviso to the preceding sentence) shall be payable on the maturity date of a the Seller Note (unless sooner prepaid pursuant to the terms thereof and of the other Transaction Documents). Each Seller's interest in, and all payments in respect of, the Seller Note shall be allocated among the Sellers by the Master Servicer pro rata in accordance with the amount of Receivables sold by each such Seller to the Company that are paid for by the incurrence of debt under the Seller Note. Default in the payment of principal or interest under a the Seller Note shall not constitute a default or event of default or a Purchase Termination Event under this Agreementhereunder, a Collection Agent Servicer Default under the Servicing Agreement or a Termination an Early Amortization Event under the Receivables Transfer AgreementPooling Agreement or any Supplement thereto.

Seller Note. On each the Closing Date or Seller Effective Addition Date, as applicable, the Purchaser shall issue to each related Seller a note substantially in the form of Exhibit B (each, as amended, supplemented or otherwise modified from time to time, a "Seller Note"); provided, that by the execution of this Agreement, any Seller Notes existing immediately prior to the Restatement Effective Date shall be deemed to be restated to be in the form of Exhibit B hereto as of the Restatement Effective Date. The aggregate principal amount of a Seller Note at any time shall be equal to the difference between (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to the terms of Section 3.2 as of such time, minus (b) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of a Seller Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of a Seller Note shall accrue at a rate per annum equal to the highest Base Rate in effect during the applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be 2%, from and including the related Closing Date or Seller Effective Addition Date, as applicable, to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Date with respect to the principal amount of the Seller Note outstanding from time to time during the Settlement Period immediately preceding such Settlement Date and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on a Seller Note which is not so paid shall be added, at the request of such Seller, to the principal amount of such Seller Note. Principal hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date of a Seller Note. Default in the payment of principal or interest under a Seller Note shall not constitute a Purchase Termination Event under this Agreement, a Collection Agent Default or a Termination Event under the Receivables Transfer Agreement.

Seller Note. On each Seller Effective Date, the Purchaser shall issue to each related Seller a note substantially in the form of Exhibit B (each, as amended, supplemented or otherwise modified from may at any time to time, a "Seller Note"); provided, that by the execution of this Agreement, any Seller Notes existing immediately prior to the Restatement Effective Maturity ----------- Date shall be deemed to be restated to be (as defined in the form of Exhibit B hereto as of Seller Note) and shall in the Restatement Effective Date. The aggregate principal amount event of a Change of Control (as defined in the Seller Note), prepay in full the Seller Note at any time shall be equal to by depositing the difference between (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to the terms of Section 3.2 as of such time, minus (b) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of a Seller Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of a Seller Note shall accrue at a rate per annum equal to the highest Base Rate in effect during the applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be 2%, from and including the related Seller Effective Date, to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Date with respect to the principal amount Principal Amount of the Seller Note outstanding and any accrued but unpaid interest thereon (collectively, the "Escrow Amount") into ------------- an escrow account reasonably acceptable to both Purchaser and Seller. The Escrow Amount will remain in escrow for the remaining term of the Note, upon which the Escrow Amount, and any interest earned thereon, will become the property of Seller. The escrow agreement (the "Escrow Agreement") shall provide (i) that all ---------------- amounts shall be paid to Seller at the Maturity Date unless (ii) the Purchaser would be entitled to offset any amount pursuant to Section 4 of the Seller Note against any amounts due and payable thereunder had such note remained outstanding, in which event Seller shall be entitled to a distribution from time the Escrow Account of such amount, together with any interest due thereon, and (iii) any amounts held in escrow as of the Maturity Date that are subject to time during an unresolved claim by Purchaser duly and timely made hereunder shall remain in the Settlement Period immediately preceding Escrow Account until such Settlement Date and/or claim is finally resolved in accordance with the terms of this Agreement. The Escrow Agreement shall provide that all distributions from the Escrow Account (yincluding any distribution to Seller on or following the Maturity Date) on shall only be made upon the maturity date thereof; provided, however, that, presentation of joint written instructions to the maximum extent permitted Escrow Agent executed by law, accrued interest on a Seller Note which is not so paid each of Purchaser and Seller. The Escrow Agreement shall be added, at the request of otherwise contain such other customary terms and conditions as are agreed to by Purchaser and Seller, to the principal amount of such Seller Note. Principal hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date of a Seller Note. Default in the payment of principal or interest under a Seller Note shall not constitute a Purchase Termination Event under this Agreement, a Collection Agent Default or a Termination Event under the Receivables Transfer Agreement.