Common use of Seller Note Clause in Contracts

Seller Note. On the Effective Date, the Company shall issue to the Seller a subordinated note substantially in the form of Exhibit A (as amended, supplemented or otherwise modified from time to time, the "Seller Note"). The Company may incur Indebtedness evidenced by the Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment to the Seller of all or a portion of the Purchase Price (net of such deductions as provided in Section 2.03(d)) for Receivables and other Receivable Assets required to be paid for by the Company to the Seller on such Payment Date in accordance with Section 2.02; (iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with subsections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03. The aggregate principal amount of the Seller Note at any time shall be equal to the difference between (i) the sum of the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to Section 2.03 as of such time and (ii) 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 the 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 principal amount of the Seller Note (as such principal amount may have been increased pursuant to the following proviso) shall accrue at the Reference Rate in effect from time to time plus 1.50% from and including the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Seller Note which is not so paid shall be added, at the request of the Seller, to the principal amount of the Seller Note. The principal amount of the Seller Note (as such principal amount may have been increased pursuant to the proviso to the preceding sentence) shall be payable on the maturity date of the Seller Note (unless sooner prepaid pursuant to the terms thereof and of the other Transaction Documents). Default in the payment of principal or interest under the Seller Note shall not constitute a default or event of default or a Purchase Termination Event hereunder, a Servicer Default under the Servicing Agreement or an Early Amortization Event under the Pooling Agreement or any Supplement thereto.

Seller Note. On the each Seller Effective Date, the Company Purchaser shall issue to the each related Seller a subordinated note substantially in the form of Exhibit A B (each, as amended, supplemented or otherwise modified from time to time, the a "Seller Note"). The Company may incur Indebtedness evidenced ; provided, that by the execution of this Agreement, any Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment Notes existing immediately prior to the Seller Restatement Effective Date shall be deemed to be restated to be in the form of all or a portion Exhibit B hereto as of the Purchase Price (net of such deductions as provided in Section 2.03(d)) for Receivables and other Receivable Assets required to be paid for by the Company to the Seller on such Payment Date in accordance with Section 2.02; (iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with subsections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03Restatement Effective Date. The aggregate principal amount of the a Seller Note at any time shall be equal to the difference between (ia) the sum of 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 2.03 3.2 as of such time and time, minus (iib) 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 the 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 (as such principal amount may have been increased pursuant to the following proviso) shall accrue at the Reference Rate in effect outstanding from time to time plus 1.50% from and including during the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and 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 the a Seller Note which is not so paid shall be added, at the request of the such Seller, to the principal amount of the such Seller Note. The principal amount of the Seller Note (as such principal amount may have been increased Principal hereunder not paid or prepaid pursuant to the proviso to the preceding sentence) terms hereof shall be payable on the maturity date of the a Seller Note (unless sooner prepaid pursuant to the terms thereof and of the other Transaction Documents)Note. Default in the payment of principal or interest under the a Seller Note shall not constitute a default or event of default or a Purchase Termination Event hereunderunder this Agreement, a Servicer Collection Agent Default under the Servicing Agreement or an Early Amortization a Termination Event under the Pooling Agreement or any Supplement theretoReceivables Transfer Agreement.

Seller Note. On the Effective Date, the Company shall issue Purchaser may at any time prior to the Seller a subordinated note substantially Maturity ----------- Date (as defined in the form Seller Note) and shall in the event of Exhibit A a Change of Control (as amended, supplemented or otherwise modified from time to time, defined in the "Seller Note"). The Company may incur Indebtedness evidenced by , prepay in full the Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment to by depositing the Seller of all or a portion of the Purchase Price (net of such deductions as provided in Section 2.03(d)) for Receivables and other Receivable Assets required to be paid for by the Company to the Seller on such Payment Date in accordance with Section 2.02; (iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with subsections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03. The aggregate principal amount Principal Amount of the Seller Note at and any time 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 be equal to the difference between provide (i) that all ---------------- amounts shall be paid to Seller at the sum of the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to Section 2.03 as of such time and Maturity Date unless (ii) the aggregate Purchaser would be entitled to offset any amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect 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 allocatedentitled to a distribution from the Escrow Account of such amount, first, to pay accrued and unpaid together with any interest due thereon, and second, to pay the outstanding principal amount thereof. Interest on the principal amount of the Seller Note (as such principal amount may have been increased pursuant to the following provisoiii) shall accrue at the Reference Rate any amounts held in effect from time to time plus 1.50% from and including the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid escrow as of the last day Maturity Date that are subject to an unresolved claim by Purchaser duly and timely made hereunder shall remain in the Escrow Account until such claim is finally resolved in accordance with the terms of this Agreement. The Escrow Agreement shall provide that all distributions from the preceding Settlement Period and Escrow Account (including any distribution to Seller on or following the maturity date thereof; provided, however, that, Maturity Date) shall only be made upon the presentation of joint written instructions to the maximum extent permitted Escrow Agent executed by law, accrued interest on the Seller Note which is not so paid shall be added, at the request each of the Purchaser and Seller, to the principal amount of the Seller Note. The principal amount of the Seller Note (Escrow Agreement shall otherwise contain such other customary terms and conditions as such principal amount may have been increased pursuant are agreed to the proviso to the preceding sentence) shall be payable on the maturity date of the Seller Note (unless sooner prepaid pursuant to the terms thereof by Purchaser and of the other Transaction Documents). Default in the payment of principal or interest under the Seller Note shall not constitute a default or event of default or a Purchase Termination Event hereunder, a Servicer Default under the Servicing Agreement or an Early Amortization Event under the Pooling Agreement or any Supplement theretoSeller.

Seller Note. On the Effective Closing Date or Seller Addition Date, as applicable, the Company Purchaser shall issue to the each Seller a subordinated note substantially in the form of Exhibit A B (each, as amended, supplemented or otherwise modified from time to time, the a "Seller Note"). The Company may incur Indebtedness evidenced by the Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment to the Seller of all or a portion of the Purchase Price (net of such deductions as provided in Section 2.03(d)) for Receivables and other Receivable Assets required to be paid for by the Company to the Seller on such Payment Date in accordance with Section 2.02; (iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with subsections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03. The aggregate principal amount of the a Seller Note at any time shall be equal to the difference between (ia) the sum of 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 2.03 3.2 as of such time and time, minus (iib) 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 the 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 Closing Date or Seller 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 (as such principal amount may have been increased pursuant to the following proviso) shall accrue at the Reference Rate in effect outstanding from time to time plus 1.50% from and including during the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and 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 the a Seller Note which is not so paid shall be added, at the request of the such Seller, to the principal amount of the such Seller Note. The principal amount of the Seller Note (as such principal amount may have been increased Principal hereunder not paid or prepaid pursuant to the proviso to the preceding sentence) terms hereof shall be payable on the maturity date of the a Seller Note (unless sooner prepaid pursuant to the terms thereof and of the other Transaction Documents)Note. Default in the payment of principal or interest under the a Seller Note shall not constitute a default or event of default or a Purchase Termination Event hereunderunder this Agreement, a Servicer Collection Agent Default under the Servicing Agreement or an Early Amortization a Termination Event under the Pooling Agreement or any Supplement theretoReceivables Transfer Agreement.

Seller Note. On the Effective Date, the Company shall issue to the Seller Sellers a subordinated note substantially in the form of Exhibit A hereto (as amended, supplemented or otherwise modified from time to time, the "Seller Note"). The Company has incurred Indebtedness evidenced by the 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 the each Seller of 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 the such Seller on such Payment Date in accordance with Section 2.022.02 hereof; (iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with subsections Sections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03. The aggregate principal amount of the Seller Note at any time shall be equal to the difference between (i) the sum of the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to Section 2.03 as of such time and (ii) 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 the Seller Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof8.03 hereof. Interest on the principal amount of the Seller Note (as such principal amount may have been increased pursuant to the preceding sentence and the following proviso) shall accrue at the Reference Rate in effect from time to time One-Month LIBOR plus 1.502.00% per annum from and including the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Seller Note which is not so paid shall be added, at the request of the applicable Seller, to the principal amount of the Seller Note. The principal amount of the Seller Note (as such principal amount may have been increased pursuant to the proviso to the preceding sentence) shall be payable on the maturity date of 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 the Seller Note shall not constitute a default or event of default or a Purchase Termination Event hereunder, a Servicer Default under the Servicing Agreement or an Early Amortization Event under the Pooling Agreement or any Supplement thereto.