Common use of Subsequent Purchase Price Payments Clause in Contracts

Subsequent Purchase Price Payments. On each Business Day after the Initial Purchase Date on which a Seller sells any Receivables to the Company, until the termination of this Agreement pursuant to Section 10.4 hereof, the Company shall pay to such Seller the Purchase Price of such Receivables (i) by depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's Fee, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then due by such Seller hereunder or (ii) by increasing the principal amount owed to such Seller under the Seller Note. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by the Company from Available Funds, provided that such Seller has paid all amounts then due by such Seller hereunder. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under the Seller Note. The Sellers shall return the Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder after the termination of this Agreement pursuant to Section 9.4 hereof.

Subsequent Purchase Price Payments. On each Business Day after After the Initial Purchase Closing Date on which a Seller sells any Receivables to the Company, and until the termination of this Agreement pursuant to Section 10.4 9.4 hereof, the Purchase Price due pursuant to Section 2.1 for each Settlement Period shall be due on the related Settlement Date. As an advance payment of such Purchase Price, on each Business Day during a Settlement Period, the Company shall pay to such Seller a portion of the Purchase Price of such Receivables (i) due pursuant to Section 2.1 by depositing into such account account, as such Seller shall specify specify, immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be identified set aside or are deemed to be segregated and held by the Master Servicer pursuant to the Receivables Purchase Credit and Security Agreement or required to be distributed to the Administrator Agent or the Purchaser Lenders pursuant to the Receivables Purchase Credit and Security Agreement or required to be paid to the Master Servicer as the Servicer's FeeFee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available FundsAVAILABLE FUNDS") and provided that such Seller has paid all amounts then owing by it hereunder. On each Reporting Date, the Servicer shall calculate the amount of the Purchase Price remaining to be paid by deducting from the Purchase Price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due by such Seller hereunder or (ii) by increasing shall be identified in the principal amount owed Purchase Report. To the extent that the Available Funds were insufficient to such Seller under pay the Seller Note. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by the Company from Available Funds, provided that such Seller has paid all amounts Purchase Price then due by in full (an "AVAILABLE FUNDS SHORTFALL"), the remaining portion of such Seller hereunder. Each Seller Purchase Price shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under the Seller Note. The Sellers shall return the Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder after the termination of this Agreement pursuant to Section 9.4 hereof.be paid by:

Subsequent Purchase Price Payments. On each Business Day falling after the Initial Purchase Closing Date and on which a Seller sells any Receivables or prior to the CompanyPurchase and Sale Termination Date, until on the termination of terms and subject to the conditions set forth in this Agreement pursuant to Section 10.4 hereofAgreement, the Company shall pay to such Seller each Originator the Purchase Price of for the Receivables sold by such Receivables (i) by depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of Originator to the Company solely on such Business Day, in cash, to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Master Servicer Company has received funds pursuant to the Receivables Purchase Agreement or required to be distributed otherwise has available cash (to the Administrator or the Purchaser pursuant to extent such other available cash may, in accordance with the Receivables Purchase Agreement or required Agreement, be used to purchase Receivables), and to the extent any of such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the Master Servicer as the Servicer's Fee, or otherwise necessary to pay current expenses outstanding principal amount of the Company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then due by such Seller hereunder or (ii) by increasing the principal amount owed Note issued to such Seller under the Seller NoteOriginator. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by the Company from Available Funds, provided that such Seller has paid all amounts then due by such Seller hereunder. Each Seller Servicer shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note Company Notes or otherwise to reflect the foregoing payments by the Company thereon and such Sellerto reflect adjustments pursuant to Section 3.3, and Servicer's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller on any Company Note at any time. Furthermore, Servicer shall hold the Company Notes for the benefit of the Originators, and all payments under the Seller NoteCompany Notes shall be made to the Servicer for the account of the applicable payee thereof. The Sellers shall Each Originator hereby irrevocably authorizes Servicer to xxxx the Company Notes "CANCELLED" and to return the Seller Note such Company Notes to the Company upon the final payment of all amounts due to each Seller thereunder thereof after the termination occurrence of this Agreement pursuant to Section 9.4 hereofthe Purchase and Sale Termination Date.

Subsequent Purchase Price Payments. On each Business Day after the Initial Purchase Date on which a Seller sells any Receivables to the Company, until the termination of this Agreement pursuant to Section 10.4 hereofProgram Termination Date, the Company Purchaser shall pay to such each Seller a portion of the Purchase Price of due to such Receivables (i) Seller by depositing into such account as such Seller shall specify designate immediately available funds from monies then held by or on behalf of the Company Purchaser solely to the extent that such monies do not constitute Collections that are required to be identified set aside or are deemed to be segregated and held by the Master Servicer pursuant to the Receivables Purchase Second-Tier Agreement or required to be distributed to the Administrator Agent, any Investor or the Purchaser any Bank pursuant to the Receivables Purchase Second-Tier Agreement on the next Settlement Date or which are required to be paid to the Master Servicer as the Servicer's FeeServicer Fee on the next Settlement Date, or which are otherwise necessary to pay current expenses of the Company Purchaser (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such each Seller has paid all amounts then due and payable by it hereunder; provided, however, that the term Available Funds does not include available monies to the extent that after making all such Seller hereunder or distribution to the Sellers on a given day the Tangible Net Worth of the Purchaser shall be less than the greater of (i) three percent (3%) of the Outstanding Balance of the Transferred Receivables, and (ii) $1,000,000. To the extent that the portion of the Available Funds remitted to any Seller are insufficient to pay the Purchase Price then due to such Seller in full, the remaining portion of such Purchase Price shall be paid by increasing the principal amount owed of the Promissory Note issued to such Seller under the Seller Note. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) Seller, effective as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by the Company from Available Funds, provided that such Seller has paid all amounts then due by such Seller hereunder. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount last day of and accrued interest owed to such Seller under the Seller Note. The Sellers shall return the Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder after the termination of this Agreement pursuant to Section 9.4 hereofrelated Settlement Period.

Subsequent Purchase Price Payments. On each Business Day after the Initial Purchase Closing Date on which a Seller sells any Receivables to the Company, until the termination of this Agreement pursuant to Section 10.4 hereof, the Company shall pay to such Seller a portion of the Purchase Price of for such Receivables (i) by depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be set aside or segregated and held by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator Administrative Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's FeeFee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then owing by it hereunder. The parties acknowledge that MascoTech may, but shall not be obligated to, make cash contributions to the capital of the Company to supplement Available Funds. To the extent that the Available Funds are insufficient to pay the Purchase Prices then due by in full, the Company shall apply such Seller hereunder or (ii) Available Funds ratably among the Sellers who sold Receivables on such day, based upon the Purchase Prices payable to such Sellers. Any remaining portion of such Purchase Price shall be paid by increasing the principal amount owed of such Seller's Initial Seller Note, effective as of the last day of the related Settlement Period; provided, however, that the aggregate of the principal amounts outstanding at any time under the Initial Seller Notes may not exceed the lesser of (a) $1,500,000 and (b) 3% of the Purchase Limit. To the extent that (x) the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by a Seller (and, in the case of MascoTech, a Participating Division) that arose during the corresponding Settlement Period is exceeded by (y) the amount paid to such Seller under during such Settlement Period pursuant to the foregoing sentences for such Receivables, such excess shall be treated as a reduction in the principal amount of such Seller's Initial Seller Note. The outstanding , effective as of the last day of the related Settlement Period; provided, however, that if at any time the unpaid principal amount owed to of any Seller under the Initial Seller Note may be has been reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by zero, the related Seller shall pay the Company from Available Funds, provided that such Seller has paid all amounts then due by such Seller hereunderthe remainder owed with respect thereto in immediately available funds. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the its Initial Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under the its Initial Seller Note. The Sellers Each Seller shall return the its Initial Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder thereof after the termination of this Agreement pursuant to Section 9.4 10.4 hereof. The parties hereto agree that, for administrative convenience, settlement of the aggregate Purchase Prices payable in respect of Receivables sold during a Settlement Period may be made on the Settlement Date immediately following such Settlement Period.

Subsequent Purchase Price Payments. On each Business Day after the Initial Purchase Closing Date (or, in the case of any Additional Seller, on each Business Day after the related Seller Addition Date) on which a Seller sells and transfers any Receivables to the Company, Company hereunder until the termination of this Agreement pursuant to Section 10.4 hereof10.4, the Company shall pay to such each Seller a portion of the Purchase Price of such Receivables (i) due pursuant to Section 2.1 by depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be and held in trust by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's FeeFee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then due by from it hereunder. To the extent that the Available Funds are insufficient to pay the Purchase Price then due in full, the remaining portion of such Seller hereunder or (ii) Purchase Price shall be paid by increasing the principal amount owed to such Seller under the related Seller Note. The , effective as of the last day of the related Settlement Period; provided, however, that the aggregate of the principal amounts outstanding principal amount owed to at any Seller time under the Seller Notes may not exceed the lesser of (a) $5,500,000 and (b) 10% of the Purchase Limit. To the extent that (x) the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by a particular Seller that arose during the corresponding Settlement Period is exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the foregoing sentences for such Receivables, such excess shall be treated as a reduction in the principal amount of the related Seller Note, effective as of the last day of the related Settlement Period; provided, however, that if at any time the unpaid principal amount of such Seller Note may be has been reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by zero, such Seller shall pay the Company from Available Funds, provided that the remainder of such Seller has paid all amounts then due by such Seller hereunderexcess payment in immediately available funds. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the its Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under on the related Seller Note. The Sellers Each Seller shall return the its Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder thereof after the termination of this Agreement pursuant to Section 9.4 hereof10.4.

Subsequent Purchase Price Payments. On each Business Day Payment Date falling after the Initial Purchase Date Closing Date, on which a Seller sells any Receivables the terms and subject to the Companyconditions set forth in this Agreement, until the termination of this Agreement pursuant to Section 10.4 hereof, the Company AFC shall pay to such Seller the Originator the Purchase Price of such for the Receivables (i) generated by the Originator during the immediately preceding month in cash by depositing into such account as such Seller the Originator shall specify immediately available funds from monies then held by or on behalf of the Company AFC from Collections, solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be segregated and held by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator or the Purchaser Servicer pursuant to the Receivables Purchase Agreement on the next Settlement Date or otherwise required to be paid to the Master Servicer as on the Servicer's Fee, or otherwise necessary to pay current expenses of the Company next Settlement Date (in its reasonable discretion) (such available moniescollectively, the "Available FundsAVAILABLE FUNDS"). Amounts paid to the Originator on account of the Purchase Price shall be reconciled on each Settlement Date by determining: (a) and provided that such Seller has paid the Purchase Price payable pursuant to SECTION 2.1 with respect to all amounts then due by such Seller hereunder or (ii) by increasing the principal amount owed to such Seller under the Seller Note. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made Receivables sold by the Company from Originator hereunder on each Payment Date and (b) the sum of the amounts paid to the Originator pursuant to the foregoing sentence for such Receivables and the amount of any reduction under SECTION 3.3 and 3.4 in the Purchase Price of such Receivables. If the amount described in CLAUSE (A) is greater than the amount described in CLAUSE (B), AFC shall pay to the Originator, to the extent of Available Funds, provided that such Seller has paid all amounts then due by such Seller hereunder. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed such excess in immediately available funds on such Settlement Date. If the amount described in CLAUSE (A) is less than the amount described in CLAUSE (B), the Originator shall pay to AFC the shortfall in immediately available funds on such Seller under the Seller Note. The Sellers shall return the Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder after the termination of this Agreement pursuant to Section 9.4 hereofSettlement Date.

Subsequent Purchase Price Payments. On each Business Day after After the Initial Purchase Closing Date on which a Seller sells any Receivables to the Company, and until the termination of this Agreement pursuant to Section 10.4 9.4 hereof, the Purchase Price due pursuant to Section 2.1 for each Settlement Period shall be due on the related Settlement Date. As an advance payment of such Purchase Price, on each Business Day during a Settlement Period, the Company shall pay to such Seller a portion of the Purchase Price of such Receivables (i) due pursuant to Section 2.1 by depositing into such account account, as such Seller shall specify specify, immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do are not constitute Collections that are required to be identified or are deemed to be held by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as the Servicer's Fee, or otherwise necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "Available FundsAVAILABLE FUNDS") and provided that such Seller has paid all amounts then owing by it hereunder. On each Reporting Date, the Servicer shall calculate the amount of the Purchase Price remaining to be paid by deducting from the Purchase Price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due shall be identified in the Purchase Report. To the extent that the Available Funds were insufficient to pay the Purchase Price then due in full, the remaining portion of such Purchase Price shall be paid, first, by such Seller hereunder or (ii) decreasing the principal amount of the Excess Funds Note, effective as of the last day of the related Settlement Period and second, if the balance of the Excess Funds Note has been reduced to zero, by increasing the balance of the Initial PCA Note, effective as of the last day of the related Settlement Period; PROVIDED, HOWEVER, that the aggregate of the principal amounts outstanding at any time under the Initial PCA Note may not exceed the Maximum Seller Note Balance; and PROVIDED FURTHER, that the amount of such decrease in the principal amount owed of the Excess Funds Note or increase in the principal amount of the Initial PCA Note on any Settlement Date may not account for more than 25% of the aggregate Purchase Price due with respect to the related Settlement Period (the "NON-CASH MONTHLY MAXIMUM"). To the extent that the amount due with respect to the related Settlement Period pursuant to Section 2.1 exceeds (x) the Available Funds plus (y) the Non-Cash Monthly Maximum (such excess amount, the "SHORTFALL"), the Seller shall contribute to the Company cash in an amount equal to such Seller under the Seller Note. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by Shortfall, and the Company from Available Funds, provided that shall use such Seller has paid all amounts then due by such Seller hereunderfunds to repay the Shortfall. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Excess Funds Note and the Initial PCA Note to reflect payments by the Company thereon and such Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under on the Seller Excess Funds Note and the Initial PCA Note. The Sellers Seller shall return the Seller Excess Funds Note and the Initial PCA Note to the Company upon the final payment of all amounts due to each Seller thereunder thereof after the termination of this Agreement pursuant to Section 9.4 hereof.

Subsequent Purchase Price Payments. On each Business Day falling after the Initial Purchase Closing Date and on which a Seller sells any Receivables or prior to the CompanyPurchase and Sale Termination Date with respect to each Originator, until on the termination of terms and subject to the conditions set forth in this Agreement pursuant to Section 10.4 hereofAgreement, the Company shall pay to such Seller each Originator the Purchase Price for the Receivables sold by such Originator to the Company on such Business Day, in cash, in the aggregate amount of Collections received on or prior to such Receivables day (ithat constitute available funds) by depositing into such account as such Seller shall specify immediately available funds from monies then held by or on behalf less an amount equal to the accrued obligations of the Company solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Master Servicer pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer as (including, without limitation, the Servicer's Fee, ) and any amounts to be held for or otherwise necessary distributed to pay current expenses the Purchaser under the Receivables Purchase Agreement. To the extent any of such Purchase Price remains unpaid (or if any payment in respect thereof is made in excess of the Company Purchase Price payable to any Originator attributable to Receivables), such remaining portion of such Purchase Price shall be paid (in its reasonable discretion) (or such available moniesexcess shall be reflected, as the "Available Funds") and provided that such Seller has paid all amounts then due by such Seller hereunder or (iicase may be) by increasing means of an automatic increase (or decrease, as applicable) to the principal amount owed to such Seller under the Seller Note. The outstanding principal amount owed to any Seller under of the Seller FTL Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made given by the Company from Available Fundsto such Originator; provided, provided however, if on any Purchase Report Date any FTL Note has been reduced to below zero as of the last day of the prior month, the amount that otherwise would have decreased the outstanding principal amount of such Seller has FTL Note to below zero as of such last day shall be paid all amounts then due by such Seller hereunderthe applicable Originator to the Company in cash. Each Seller On each Purchase Report Date with respect to purchases and payments made during the immediately preceding month, Servicer shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller Note FTL Notes or otherwise to reflect the foregoing payments by the Company thereon and such Selleradjustments pursuant to Section 3.4, and Servicer's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed on each FTL Note at any time. Furthermore, Servicer shall hold each FTL Note for the benefit of the applicable Originator, and all payments under each FTL Note shall be made to the Servicer for the account of the applicable payee thereof. Each Originator hereby irrevocably authorizes Servicer to mark xxx FTL Note given to such Seller under the Seller Note. The Sellers shall Originator "CANCELLED" and to return the Seller such FTL Note to the Company upon the final payment of all amounts due to each Seller thereunder thereof after the termination occurrence of this Agreement pursuant the Purchase and Sale Termination Date with respect to Section 9.4 hereofsuch Originator.

Subsequent Purchase Price Payments. On each Business Day after the Initial Purchase Closing Date on which a Seller sells any Receivables to the Company, until the termination of this Agreement pursuant to Section 10.4 9.4 hereof, the Company shall pay to such each Seller a portion of the Purchase Price of such Receivables (i) due pursuant to Section 2.1 by depositing into such account as such Seller shall specify in immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies do not constitute Collections that are required to be identified set aside or are deemed to be segregated and held by the Master Servicer Servicers pursuant to the Receivables Purchase Agreement or required to be distributed to the Administrator Administrative Agent or the Purchaser pursuant to the Receivables Purchase Agreement or required to be paid to the Master Servicer Servicers as the Servicer's FeeFee on the next Settlement Date, or otherwise necessary to pay current expenses of the Company company (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Seller has paid all amounts then owing by it hereunder. To the extent that the Available Funds are insufficient to pay the Purchase Price then due in full to any Seller, the remaining portion of such Purchase Price shall be paid by an increase in the principal amount of the related Subordinated Note, effective as of the last day of the related Settlement Period; provided, however, no Subordinated Loan may be made in an amount that exceeds the least of (a) the remaining unpaid portion of such Purchase Price, (b) the maximum Subordinated Loan (aggregated with all Subordinated Loans then outstanding to all Sellers) that could be borrowed without rendering the Company's Net Worth less than the Required Capital Amount, and (c) fifteen percent (15%) of such Purchase Price. To the extent that the sum of the Available Funds and the permitted increase in the Subordinated Note of the Seller are insufficient to pay the Purchase Price then due in full to any Seller, such Seller shall be deemed to have made a contribution to the capital of the Company in the amount of such excess. To the extent that (x) the amount due pursuant to Section 2.1 with respect to all Receivables created or originated by any Seller that arose during the corresponding Settlement Period is exceeded by (y) the amount paid to such Seller during such Settlement Period pursuant to the foregoing sentences for such Receivables, such excess may be retained by such Seller hereunder or (ii) by increasing and shall be treated as a reduction in the principal amount owed of the related Subordinated Note, effective as of the last day of the related Settlement Period; provided, however, that if at any time the unpaid principal amount of such Subordinated Note has been reduced to zero, such Seller under the Seller Note. The outstanding principal amount owed to any Seller under the Seller Note may be reduced from time to time (i) as provided in Section 3.3 or 3.4 hereof or (ii) by payments made by shall pay the Company from Available Funds, provided that such Seller has paid all amounts then due by such Seller hereunderthe remainder owed with respect thereto in immediately available funds. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the Seller its Subordinated Note to reflect payments by the Company thereon and such each Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under the Seller Note. The Sellers shall return the Seller Note to the Company upon the final payment of all amounts due to each Seller thereunder after the termination of this Agreement pursuant to Section 9.4 hereof.on its Subordinated