Common use of Adjustments; Setoff Clause in Contracts

Adjustments; Setoff. (a) If any Series 2000-1 Purchaser (a "Series 2000-1 Benefited ----------------------- Purchaser") shall at any time receive in respect of its Series 2000-1 Purchaser --------- Invested Amount any distribution of any amount including (without limitation), Series 2000-1 Unused Fee, Series 2000-1 Utilization Fee or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution received by any other Series 2000-1 Purchaser, if any, in respect of such other Series 2000-1 Purchaser's Series 2000-1 Purchaser Invested Amount, or interest thereon, such Series 2000-1 Benefited Purchaser shall purchase for cash from the other Series 2000-1 Purchasers such portion of each such other Series 2000-1 Purchaser's Series 2000-1 VFC Certificate Interest, or shall provide such other Series 2000-1 Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Series 2000-1 Benefited Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the Series 2000-1 Purchasers; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such Series 2000-1 Benefited Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer agrees that each Series 2000-1 Purchaser so purchasing a Series 2000-1 VFC Certificate Interest may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Series 2000-1 Purchaser were the direct holder of such portion. (b) In addition to any rights and remedies of the Series 2000-1 Purchasers provided by law, each Series 2000-1 Purchaser shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company, to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder or under the Series 2000-1 VFC Certificate to setoff and appropriate and apply against any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Series 2000-1 Purchaser to or for the credit or the account of the Company. Each Series 2000-1 Purchaser agrees promptly to notify the Company and the Funding Agent after any such setoff and application made by such Series 0000-0 Xxxxxxxxx; provided that the failure to give such notice -------- shall not affect the validity of such setoff and application.

Adjustments; Setoff. (a) If any Series 2000-1 Purchaser (a "“Series 2000-1 Benefited ----------------------- Purchaser"”) shall at any time receive in respect of its Series 2000-1 Purchaser --------- Invested Amount any distribution of any amount amount, including (without limitation), Series 2000-1 Unused Fee, Series 2000-1 Utilization Fee or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution (if any) received by any other Series 2000-1 Purchaser, if any, Purchaser in respect of such other Series 2000-1 Purchaser's ’s Series 2000-1 Purchaser Invested Amount, or interest thereon, such Series 2000-1 Benefited Purchaser shall purchase for cash from the other Series 2000-1 Purchasers such portion of each such other Series 2000-1 Purchaser's ’s Series 2000-1 VFC Certificate Interest, or shall provide such other Series 2000-1 Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Series 2000-1 Benefited Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the Series 2000-1 Purchasers; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such Series 2000-1 Benefited Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer agrees that each Series 2000-1 Purchaser so purchasing a Series 2000-1 VFC Certificate Interest may exercise all rights of payment (including, without limitation, including rights of setoff) with respect to such portion as fully as if such Series 2000-1 Purchaser were the direct holder of such portion. (b) In addition to any rights and remedies of the Series 2000-1 Purchasers provided by law, each Series 2000-1 Purchaser shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company, to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder or under the Series 2000-1 VFC Certificate Certificates to setoff and appropriate and apply against any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Series 2000-1 Purchaser to or for the credit or the account of the Company. Each Series 2000-1 Purchaser agrees promptly to notify the Company Company, the Administrative Agent and the Funding Agent Agents after any such setoff and application made by such Series 0000-0 Xxxxxxxxx; provided that the failure to give such notice -------- shall not affect the validity of such setoff and application.

Adjustments; Setoff. (a) If any Series 2000-1 Purchaser (a "“Series 2000-1 Benefited ----------------------- Purchaser"”) shall at any time receive in respect of its Series 2000-1 Purchaser --------- Invested Amount any distribution of any amount amount, including (without limitation), Series 2000-1 Unused Fee, Series 2000-1 Utilization Fee or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution received by any other Series 2000-1 Purchaser, if any, in respect of such other Series 2000-1 Purchaser's ’s Series 2000-1 Purchaser Invested Amount, or interest thereon, such Series 2000-1 Benefited Purchaser shall purchase for cash from the other Series 2000-1 Purchasers such portion of each such other Series 2000-1 Purchaser's ’s Series 2000-1 VFC Certificate Interest, or shall provide such other Series 2000-1 Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Series 2000-1 Benefited Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the Series 2000-1 Purchasers; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such Series 2000-1 Benefited Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer agrees that each Series 2000-1 Purchaser so purchasing a Series 2000-1 VFC Certificate Interest may exercise all rights of payment (including, without limitation, including rights of setoff) with respect to such portion as fully as if such Series 2000-1 Purchaser were the direct holder of such portion. (b) In addition to any rights and remedies of the Series 2000-1 Purchasers provided by law, each Series 2000-1 Purchaser shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company, to the extent permitted by applicable law, upon any amount becoming due and payable by the Company hereunder or under the Series 2000-1 VFC Certificate Certificates to setoff and appropriate and apply against any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Series 2000-1 Purchaser to or for the credit or the account of the Company. Each Series 2000-1 Purchaser agrees promptly to notify the Company Company, the Administrative Agent and the Funding Agent Agents after any such setoff and application made by such Series 0000-0 Xxxxxxxxx; provided that the failure to give such notice -------- shall not affect the validity of such setoff and application.