Century Adjusted Deficiency Amount. Shall mean the amount of the overadvance existing under the Factoring Agreement on the date of this Agreement (but not more than $7.0 million) as shown in the financial records of Licensor, less (without duplication and without giving effect to any cash collateral applications to such overadvance made by Licensor) (i) all amounts received by Licensor in collected funds on and after the date hereof in payment of Periscope's obligations to Licensor under the Factoring Agreement (the "Periscope
... Obligations"); (ii) all amounts received in collected funds by Licensor on and after the date hereof pursuant to Section 3 of this Agreement and in respect of purchase price payments under the Purchase Agreement; (iii) all amounts received in collected funds by Licensor on and after the date hereof in reduction of the Periscope Obligations which are paid under any guaranty, indemnity, surety, policy of insurance, bond or right of set-off, (iv) all amounts received in collected funds by Licensor on and after the date hereof (net of all costs and expenses associated with such disposition) arising out of Licensor's sale or other disposition of collateral granted to Licensor under the Factoring Agreement and (v) all royalty payment reductions expressly 2 permitted by the provisions of Section 3.5 hereof. For the absence of doubt, by way of example (and without limitation), the Century Adjusted Deficiency Amount shall be reduced in the amount of and from the following sources (without duplication): (i) payment of the purchase price under the Purchase Agreement in the amount actually received by Licensor in collected funds; (ii) proceeds of sales of Periscope inventory by Licensor or on Licensor's behalf by Licensee, in the net amount thereof (after deduction of costs and expenses of sale) actually received by Licensor in collected funds; (iii) proceeds of accounts receivable of Periscope actually received by Licensor in collected funds on and after the date hereof (net of discounts, charge backs and allowances) and (iv) royalties actually received by Licensor in collected funds under and in accordance with Section 3 hereof.
View More
