If the amount for any applicable Originator described in CLAUSE (x) is greater than the amount described in CLAUSE (y), the Initial Purchaser shall pay to such applicable Originator the difference by increasing the principal amount outstanding under the Initial Purchaser Note payable to such Originator, effective as of the last day of the related Settlement Period.
For purposes of this Section 10.5(a), the following terms shall have the following meanings: "Fair Market Share Price" shall mean the fair market value of a share of the Common Stock determined pursuant to Section 10.2(ii)(A)-(C) as if references therein to "Determination Date" were to "Calculation Date." "Payment Date" means each date on which interest is due and payable on any Purchaser Note.
Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser.
Unless prepaid, all principal under this Note is payable in one lump sum on the Purchaser Note Maturity Date.
In order to exercise the Holder Offset Right or the Company Offset Right, respectively, the offsetting party must deliver to the other party (i) a completed and signed Offset Right Notice in the form attached hereto as Exhibit A, and (ii) in connection with the exercise of a Company Offset Right, the original Purchaser Note being offset marked "cancelled" or, in the event the Purchaser Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Holder.