Common use of Adjustment Payment Amount Clause in Contracts

Adjustment Payment Amount. Subject to the last sentence of this Section 29(b), the Company shall make an Adjustment Payment with respect to each Ineligible Receivable as required pursuant to Section 29(a) by depositing in the Company Concentration Account, or, if no Company Concentration Account shall have been established hereunder, a Collection Account, on the Business Day following the related Ineligibility Determination Date an amount equal to the lesser of (x) the amount by which the Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less the Collections (if any) in respect of such Ineligible Receivable previously applied by or on behalf of the Master Servicer. Upon transfer or deposit of the Adjustment Payment amount specified in this Section 29(b), the Company shall be entitled to retain without recourse, representation or warranty, all subsequent Collections (or amounts in respect thereof) received by it in respect of each such Ineligible Receivable and such Collections shall not form part of the Collateral. The obligation of the Company to pay such Adjustment Payment amount specified in this Section 29(b), as the case may be, with respect to any Ineligible Receivables shall constitute the sole remedy respecting the event giving rise to such obligation available to the Secured Parties unless such obligation is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 as a sole result of such obligation shall be treated as having occurred and as being continuing.

Adjustment Payment Amount. Subject to the last sentence of this Section 29(b), the Company shall make an Adjustment Payment with respect to each Ineligible Receivable as required pursuant to Section 29(a) by depositing in the Company Concentration Account, or, if no relevant Approved Currency Company Concentration Account shall have been established hereunder, a Collection Account, on the Business Day following the related Ineligibility Determination Date an amount equal to the lesser of (x) the amount by which the Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less the Collections (if any) in respect of such Ineligible Receivable previously applied by or on behalf of the Master Servicer. Upon transfer or deposit of the Adjustment Payment amount specified in this Section 29(b), the Company shall be entitled to retain without recourse, representation or warranty, all subsequent Collections (or amounts in respect thereof) received by it in respect of each such Ineligible Receivable and such Collections shall not form part of the Collateral. The obligation of the Company to pay such Adjustment Payment amount specified in this Section 29(b), as the case may be, with respect to any Ineligible Receivables shall constitute the sole remedy respecting the event giving rise to such obligation available to the Secured Parties unless such obligation is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 as a sole result of such obligation shall be treated as having occurred and as being continuing.

Adjustment Payment Amount. Subject to the last sentence ------------------------- of this Section 29(bsubsection 2.05(b), the Company may (i) reduce the amount of its ------------------ Exchangeable Company Interest by an amount equal to the difference between (x) minus (y) below and, to the extent such reduction is insufficient to satisfy its obligations hereunder the Company shall make an Adjustment Payment adjustment payment with respect to each Ineligible Receivable or (ii) make an adjustment payment in an amount equal to the difference between (x) minus (y) below or (iii) fully reduce its Exchangeable Company Interest to cover its obligations hereunder with respect to such Ineligible Receivable, each as required pursuant to Section 29(asubsection 2.05(a) by ------------------ depositing in the Company Concentration Account, or, if no applicable currency Company Concentration Account shall have been established hereunder, a Collection Account, on the Business Day following the related Ineligibility Determination Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less the any Collections (if any) in respect of such Ineligible Receivable previously thereto for applied by or on behalf of the Master ServicerServicer (such amount, the "Transfer Deposit Amount"). ----------------------- Upon such reduction of its Exchangeable Company Interest or upon transfer or deposit of the Adjustment Payment amount specified in this Section 29(b)Transfer Deposit Amount, as the case may be, the Company shall be entitled to retain without recourse, representation or warranty, all subsequent Collections (or amounts in respect thereof) received by it in respect of each such Ineligible Receivable and such Collections collections shall not form part of the CollateralParticipation Assets. The Except as otherwise specified in any Supplement, the obligation of the Company to reduce its Exchangeable Company interest or to pay such Adjustment Payment amount specified in this Section 29(b)Transfer Deposit Amount, as the case may be, with respect to any Ineligible Receivables in which a security interest was granted by it, respectively, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Secured Parties Trustee on behalf of Investor Certificateholders) unless such obligation is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 as a sole result of such obligation shall be treated as having occurred and as being continuing.

Adjustment Payment Amount. Subject to the last sentence of this Section 29(bsubsection 2.05(b), the Company shall make an Adjustment Payment adjustment payment with respect to each Ineligible Receivable as required pursuant to Section 29(asubsection 2.05(a) by depositing in the Company Concentration Account, or, if no Company Concentration Collection Account shall have been established hereunder, a Collection Account, in immediately available funds on the Business Day following the related Ineligibility Determination Repurchase Obligation Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less (the Collections (if any) in respect of such Ineligible Receivable previously applied by or on behalf of the Master Servicer"Transfer Deposit Amount"). Upon transfer or deposit of the Adjustment Transfer Deposit Amount or the making of any Seller Repurchase Payment amount specified (as defined in this Section 29(bthe Receivables Sale Agreement), the Company Trust shall automatically and without further action be entitled deemed to retain sell, transfer, assign, set over and otherwise convey to the Company, without recourse, representation or warranty, all subsequent Collections (or amounts the right, title and interest of the Trust in respect thereof) received by it in respect of each and to such Ineligible Receivable (as defined herein and in the Receivables Sale Agreement), all monies due and unpaid or to become due with respect thereto and all proceeds thereof; and such Collections repurchased Ineligible Receivable shall not form part be treated by the Trust as collected in full as of the Collateraldate on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment on behalf of the Trust and take such other actions as shall reasonably be requested in writing by the Company to effect the conveyance of such Receivables pursuant to this subsection 2.05(b). Except as otherwise specified in any Supplement, the obligation of the Company to pay such Adjustment Payment amount specified in this Section 29(b), as the case may be, Transfer Deposit Amount with respect to any Ineligible Receivables shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Secured Parties unless such obligation Trustee on behalf of Investor Certificateholders). Any payment made by the Company pursuant to this subsection 2.05(b) is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 referred to as a sole result of such obligation shall be treated as having occurred and as being continuing."Company Repurchase Payment". Pooling Agreement 45

Adjustment Payment Amount. Subject to the last sentence of this Section 29(b2.05(b), the Company may (i) reduce the amount of its Exchangeable Company Interest by an amount equal to the difference between (x) minus (y) below and, to the extent such reduction is insufficient to satisfy its obligations hereunder the Company shall make an Adjustment Payment with respect to each Ineligible Receivable Receivable, (ii) make an Adjustment Payment in an amount equal to the difference between (x) minus (y) below or (iii) fully reduce its Exchangeable Company Interest to cover its obligations hereunder with respect to such Ineligible Receivable, each as required pursuant to Section 29(a2.05(a) by depositing in the Company Concentration Account, or, if no applicable currency Company Concentration Account shall have been established hereunder, a Collection Account, on the Business Day following the related Ineligibility Determination Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less the any Collections (if any) in respect of such Ineligible Receivable previously thereto for applied by or on behalf of the Master Servicer. Upon such reduction of its Exchangeable Company Interest or upon transfer or deposit of the Adjustment Payment amount specified in this Section 29(b2.05(b), as the case may be, the Company shall be entitled to retain without recourse, representation or warranty, all subsequent Collections (or amounts in respect thereof) received by it in respect of each such Ineligible Receivable and such Collections shall not form part of the CollateralParticipation Assets. The obligation of the Company to reduce its Exchangeable Company interest or to pay such Adjustment Payment amount specified in this Section 29(b2.05(b), as the case may be, with respect to any Ineligible Receivables in which a security interest was granted by it, respectively, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Secured Parties Trustee on behalf of Investor Certificateholders) unless such obligation is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 as a sole result of such obligation shall be treated as having occurred and as being continuing.

Adjustment Payment Amount. Subject to the last sentence of this Section 29(b), the Company shall make an Adjustment Payment with respect to each Ineligible Receivable as required pursuant to Section 29(a) by depositing in the Company Concentration Account, or, if no relevant Company Concentration Account shall have been established hereunder, a Collection Account, on the Business Day following the related Ineligibility Determination Date an amount equal to the lesser of (x) the amount by which the Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less the Collections (if any) in respect of such Ineligible Receivable previously applied by or on behalf of the Master Servicer. Upon transfer or deposit of the Adjustment Payment amount specified in this Section 29(b), the Company shall be entitled to retain without recourse, representation or warranty, all subsequent Collections (or amounts in respect thereof) received by it in respect of each such Ineligible Receivable and such Collections shall not form part of the Collateral. The obligation of the Company to pay such Adjustment Payment amount specified in this Section 29(b), as the case may be, with respect to any Ineligible Receivables shall constitute the sole remedy respecting the event giving rise to such obligation available to the Secured Parties unless such obligation is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 as a sole result of such obligation shall be treated as having occurred and as being continuing.

Adjustment Payment Amount. Subject to the last sentence of this Section 29(bsubsection 2.05(b), the Company shall make an Adjustment Payment adjustment payment with respect to each Ineligible Receivable as required pursuant to Section 29(asub section 2.05(a) by depositing in the Company Concentration Account, or, if no Company Concentration Collection Account shall have been established hereunder, a Collection Account, in immediately available funds on the Business Day following the related Ineligibility Determination Repurchase Obligation Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less (the Collections (if any) in respect of such Ineligible Receivable previously applied by or on behalf of the Master Servicer"Transfer Deposit Amount"). Upon transfer or deposit of the Adjustment Transfer Deposit Amount or the making of any Seller Repurchase Payment amount specified (as defined in this Section 29(bthe Receivables Sale Agreement), the Company Trust shall automatically and without further action be entitled deemed to retain sell, transfer, assign, set over and otherwise convey to the Company, without recourse, representation or warranty, all subsequent Collections (or amounts the right, title and interest of the Trust in respect thereof) received by it in respect of each and to such Ineligible Receivable (as defined herein and in the Receivables Sale Agreement), all monies due and unpaid or to become due with respect thereto and all proceeds thereof; and such Collections repurchased Ineligible Receivable shall not form part be treated by the Trust as collected in full as of the Collateraldate on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment on behalf of the Trust and take Pooling Agreement such other actions as shall reasonably be requested in writing by the Company to effect the conveyance of such Receivables pursuant to this subsection 2.05(b). Except as otherwise specified in any Supplement, the obligation of the Company to pay such Adjustment Payment amount specified in this Section 29(b), as the case may be, Transfer Deposit Amount with respect to any Ineligible Receivables shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Secured Parties unless such obligation Trustee on behalf of Investor Certificateholders). Any payment made by the Company pursuant to this subsection 2.05(b) is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 referred to as a sole result of such obligation shall be treated as having occurred and as being continuing"Company Repurchase Payment".

Adjustment Payment Amount. Subject to the last sentence of this Section 29(b), the Company shall make an Adjustment Payment with respect to each Ineligible Receivable as required pursuant to Section 29(a) by depositing in the Company Concentration Account, or, if no relevant Company Concentration Account shall have been established hereunder, a Collection Account, on the Business Day following the related Ineligibility Determination Date an amount equal to the lesser of (x) the amount by which the Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of all such Ineligible Receivables less the Collections (if any) in respect of such Ineligible Receivable previously applied by or on behalf of the Master Servicer. Upon transfer or deposit of the Adjustment Payment amount specified in this Section 29(b), the Company shall be entitled to retain without recourse, representation or warranty, all subsequent Collections (or amounts in respect thereof) received by it in respect of each such Ineligible Receivable and such Collections shall not form part of the Collateral. The obligation of the Company to pay such Adjustment Payment amount specified in this Section 29(b), as the case may be, with respect to any Ineligible Receivables shall constitute the sole remedy respecting the event giving rise to such obligation available to the Secured Parties unless such obligation is not satisfied in full in accordance with the terms of this Agreement. For the avoidance of doubt, upon such satisfaction of such obligation in full in accordance with the terms of this Agreement, no Termination Event arising under Section 21 as a sole result of such obligation shall be treated as having occurred and as being continuing.