Common use of Monthly Reconciliation Clause in Contracts

Monthly Reconciliation. (a) Bank shall on a monthly basis, within ten (10) Business Days after the end of each month, compare the actual amount of the Holdback at month end to an amount equal to twenty percent (20%) of the Principal Accounts Receivable Balance at month end (such 20% amount being referred to herein ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. as the "Reconciliation Amount"). If the actual amount of the Holdback plus any amount charged to the Holdback by Bank in accordance with subsection 11.4 is greater than the Reconciliation Amount, then Bank will pay such excess amount to Spiegel Group within three (3) Business Days. If the actual amount of the Holdback plus any amount charged to the Holdback by Bank in accordance with subsection 11.4 is less than the Reconciliation Amount, then Bank shall have the right to offset the amount of the deficit against the Net Proceeds until such deficit is obtained by Bank. (b) Provided, however, that if (i) the Trigger Event in subsection 11.4(a)(i) has occurred; or (ii) the Trigger Event in subsection 11.4(a)(ii) has occurred and was not caused solely as a result of Bank's default under the terms of such funding facility (but not including Bank's inability to secure funding at the end of the term of its initial Plan funding if Spiegel Group has not emerged from its pending bankruptcy); or (iii) the Trigger Event in subsection 11.4(a)(iii) has occurred, then Bank shall, for purposes of future monthly comparisons pursuant to subsection 11.2(a) above freeze the Reconciliation Amount at the dollar amount equal to twenty percent (20%) of the Principal Accounts Receivable Balance on the month end date preceding the date on which the condition was met. In the event the Trigger Event causing such freeze is pursuant to subsection 11.4(a)(iii), then Bank will freeze the Reconciliation Amount for a period of eighteen (18) months after the date such Trigger Event occurred, and thereafter will resume utilizing the Reconciliation Amount determined pursuant to subsection 11.2(a) (c) In addition Bank will adjust the amount of the Holdback to account for receivables generated from Debt Cancellation Products and Enhancement Marketing Services, by reducing the Principal Accounts Receivable Balance by a percentage equal to the total charges for Debt Cancellation Products and Enhancement Marketing Services divided by the total Net Sales for the month being reviewed.

Monthly Reconciliation. (a) Bank shall on a monthly basis, within ten (10) Business Days after the end of each month, compare the actual amount of the Holdback at month end to an amount equal to twenty percent (20%) of the Principal Accounts Receivable Balance at month end (such 20% amount being referred to herein ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. as the "Reconciliation Amount"). If the actual amount of the Holdback plus any amount charged to the Holdback by Bank in accordance with subsection 11.4 is greater than the Reconciliation Amount, then Bank will pay such excess amount to Spiegel Group within three (3) Business Days. If the actual amount of the Holdback plus any amount charged to the Holdback by Bank in accordance with subsection 11.4 is less than the Reconciliation Amount, then Bank shall have the right to offset the amount of the deficit against the Net Proceeds until such deficit is obtained by Bank. (b) Provided, however, that if (i) the Trigger Event in subsection 11.4(a)(i) has occurred; or (ii) the Trigger Event in subsection 11.4(a)(ii) has occurred and was not caused solely as a result of Bank's default under the terms of such funding facility (but not including Bank's inability to secure funding at the end of the term of its initial Plan funding if Spiegel Group has not emerged from its pending bankruptcy); or (iii) the Trigger Event in subsection 11.4(a)(iii) has occurred, then Bank shall, for purposes of future monthly comparisons pursuant to subsection 11.2(a) above freeze the Reconciliation Amount at the dollar amount equal to twenty percent (20%) of the Principal Accounts Receivable Balance on the month end date preceding the date on which the condition was met. In the event the Trigger Event causing such freeze is pursuant to subsection 11.4(a)(iii), then Bank will freeze the Reconciliation Amount for a period of eighteen (18) months after the date such Trigger Event occurred, and thereafter will resume utilizing the Reconciliation Amount determined pursuant to subsection 11.2(a) (c) In addition Bank will adjust the amount of the Holdback to account for receivables generated from Debt Cancellation Products and Enhancement Marketing Services, by reducing the Principal Accounts Receivable Balance by a percentage equal to the total charges for Debt Cancellation Products and Enhancement Marketing Services divided by the total Net Sales for the month being reviewed.