Common use of Intercompany Note Clause in Contracts

Intercompany Note. (a) On the date of the initial Purchase, the Buyer shall issue to the Seller a note substantially in the form of Exhibit B (as amended, supplemented or otherwise modified from time to time, the “Intercompany Note”). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Intercompany Note pursuant to the terms of Section 2.02(c)(iii) and Section 2.04 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany 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 the Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of the initial Purchase to but excluding the last day of each Purchase Settlement Period and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer has funds available to make such payment) and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the Seller, to the principal amount of the Intercompany Note. Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer in respect of the Intercompany Note shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Buyer to the extent that insufficient funds exist to make such payment. (b) Anything herein to the contrary notwithstanding, the Buyer may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Intercompany Note outstanding unless the aggregate principal amount of the Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Purchased Receivables on such Purchase Date.

Intercompany Note. (a) On the date of the initial Purchase, the Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit B (as amended, supplemented or otherwise modified from time to time, the “"Intercompany Note”"). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (ia) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Intercompany Note with respect to each Seller pursuant to the terms of Section 2.02(c)(iii) and Section 2.04 as of such time, minus (iib) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany 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 the Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of the initial Purchase to but excluding the last day of each Purchase Settlement Period and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer has funds available to make such payment) and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the SellerSeller Agent, to the principal amount of the Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Intercompany Note as described in Section 2.08(b) below. Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer in respect of the Intercompany Note shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Buyer to the extent that insufficient funds exist to make such payment. (b) Each addition to the principal amount of the Intercompany Note on any Purchase Date pursuant to Section 2.02(c) above (including on the date of the initial Purchase hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Purchase Date. (c) Neither the Intercompany Note, nor any right of the Seller Agent or any Seller to receive payments thereunder, shall be assigned, transferred, exchanged, pledged, hypothecated, participated or otherwise conveyed. (d) Anything herein to the contrary notwithstanding, the Buyer may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Intercompany Note outstanding unless the aggregate principal amount of the Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Purchased Receivables on such Purchase Date.

Intercompany Note. (a) On the date of the initial Purchase, the Buyer shall issue to the Seller a note substantially in the form of Exhibit B (as amended, supplemented or otherwise modified from time to time, the “Intercompany Note”). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance assumption thereof by the Buyer pursuant to the Sale Agreement and each addition to the principal amount of the Intercompany Note pursuant to the terms of Section 2.02(c)(iii) and Section 2.04 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany 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 the Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of the initial Purchase to but excluding the last day of each Purchase Settlement Period and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer has funds available to make such payment) and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the Seller, to the principal amount of the Intercompany Note. Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer in respect of the Intercompany Note shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Buyer to the extent that insufficient funds exist to make such payment. (b) Anything herein to the contrary notwithstanding, the Buyer may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Intercompany Note outstanding unless the aggregate principal amount of the Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Purchased Receivables on such Purchase Date.

Intercompany Note. (a) On the date of the initial PurchasePurchase from the Initial Originator on the date hereof, the Buyer shall issue to the Seller a note substantially in Originator Agent (on behalf of the form of Exhibit B (as amended, supplemented or otherwise modified from time to time, Initial Originator) the “Intercompany Note”). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (ia) the aggregate sum of the principal amount on the date of issuance thereof and plus each addition to the principal amount of the Intercompany Note with respect to each Originator pursuant to the terms of Section 2.02(c)(iii) and Section 2.04 this Agreement as of such time, minus (iib) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany 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 the Intercompany Note shall accrue at a rate per annum equal to the Alternate Base Rate in effect from time to time from and including the date of the initial Purchase to but excluding the last day of each Purchase Settlement Period and shall, subject to the terms and conditions hereof and thereofhereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer has funds available to make such payment) and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the Seller, added to the principal amount of the Intercompany Note. Upon receipt of any such payment, the Originator Agent shall distribute such payment to the Originators ratably based on their respective interests in the Intercompany Note as described in Section 2.09(c). Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer in respect of the Intercompany Note shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer AgreementFinancing Agreements, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Buyer to the extent that insufficient funds exist to make such payment. (b) Anything herein to the contrary notwithstanding, the Buyer may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Intercompany Note outstanding unless the aggregate principal amount of the Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Purchased Pool Receivables on such Purchase Date. (c) The initial principal amount of the Intercompany Note shall be allocated to the Initial Originator by the Originator Agent. Each addition to the principal amount of the Intercompany Note on the date of each Purchase pursuant to Section 2.02(c) shall be allocated among the Originators by the Originator Agent ratably in proportion to the remaining unpaid portion of the Purchase Price owing to each Originator on such date. All payments of the Intercompany Note pursuant to Section 2.02(g) shall be allocated by the Originator Agent ratably to each Originator (according to the aggregate Outstanding Balances of the Originator Receivables sold by each Originator as of such date).

Intercompany Note. (a) On the date of the initial Purchase, the Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit B (as amended, supplemented or otherwise modified from time to time, the “"Intercompany Note”"). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Intercompany Note with respect to each Seller pursuant to the terms of Section 2.02(c)(iii) and Section 2.04 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany 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 the Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of the initial Purchase to but excluding the last day of each Purchase Settlement Period and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer has funds available to make such payment) and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the SellerSeller Agent, to the principal amount of the Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Intercompany Note as described in Section 2.08(b). Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer in respect of the Intercompany Note shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Buyer to the extent that insufficient funds exist to make such payment. (b) Each addition to the principal amount of the Intercompany Note on any Purchase Date pursuant to Section 2.02(c) above (including on the date of the initial Purchase hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Purchase Date. (c) Anything herein to the contrary notwithstanding, the Buyer may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Intercompany Note outstanding unless the aggregate principal amount of the Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Purchased Receivables on such Purchase Date.

Intercompany Note. (a) On the date of the initial Purchase, the Buyer Finance Subsidiary shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit B II (as amended, supplemented or otherwise modified from time to time, the “"Intercompany Note”"). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Intercompany Note with respect to each Seller pursuant to the terms of Section 2.02(c)(iii1.2(c)(iii) and Section 2.04 1.4 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany 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 the Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of the initial Purchase issuance to but excluding the last day of each Purchase Settlement Period on which it is paid in full and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer Finance Subsidiary has funds available to make such payment) and/or and (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the Seller, added to the principal amount of the Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Intercompany Note as described in Section 1.8(b). Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer Finance Subsidiary in respect of the Intercompany Note shall be made solely from funds available to the Buyer which Finance Subsidiary that are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer Finance Subsidiary under the Receivables Transfer Purchase Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Buyer Finance Subsidiary to the extent that insufficient funds exist to make such payment. (b) Each addition to the principal amount of the Intercompany Note on any Purchase Date pursuant to Section 1.2(c) (including on the date of the initial Purchase hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Purchase Date. (c) Anything herein to the contrary notwithstanding, the Buyer Finance Subsidiary may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Intercompany Note outstanding unless the aggregate principal amount of the Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Purchased Receivables on such Purchase Date.