Common use of Deemed Collections; Borrowing Limit Clause in Contracts

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of the Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, the Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding Administrative Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on be applied to reduce the amount prepaid Aggregate Principal (as allocated by the applicable Co-Administrative Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or servicesservices (including any In-Transit Collateral that is returned or not accepted by the relevant Obligor), any cash discount or any other adjustment by any the applicable Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the applicable Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable in the following amounts: (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance of such Receivable and the amount included with respect to such Receivable in calculating such the then applicable Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the sum of (x) the aggregate outstanding principal amount of the Loans from and (y) the Percentage of Letter of Credit Liability relating to any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, such Unaffiliated Committed Lender’s or the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its such Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Allocation Limit, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any dayday on or after the Initial Funding Date: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, oror 3 (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) - (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable; provided, which however, that in any such case, (1) provided that no Amortization Event has occurred, if after giving effect to a reduction in the Outstanding Balances of all affected Receivables in the amounts described in clauses (A) and (B) of this Section 1.4(a), a Borrowing Base Deficiency exists, Borrower shall immediately pay to each Lender Group Agent, in accordance with Section 1.4(b), an amount necessary to cure such Borrowing Base Deficiency or (2) if an Amortization Event has occurred, Borrower shall pay to the Collection Account, in immediately available funds, the amounts specified in clauses (A) or (B) of this Section 1.4(a), as applicable on the Business Day that Borrower or the Servicer becomes aware such breach exists. If, in accordance with clause (B) of Section 1.4(a), Borrower deposits or caused to be deposited in a Collection Account the Outstanding Balance of a Receivable, then, on the next Settlement Date, upon receipt by the Agent and each Lender Group Agent of a Monthly Report identifying such Receivable shall then be released from and the CollateralOutstanding Balance thereof, and, effective as the Agent on behalf of the date Secured Parties shall release its security interest in such Receivable and the Related Security and Collections (other than the related Deemed Collection) with respect thereto without any further action required on which the next succeeding Monthly Report is required to be deliveredpart of Borrower, the Borrowing Base shall be reduced by Agent or the amount of such Deemed CollectionSecured Parties. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal a Borrowing Base Deficiency exists, then Borrower shall immediately pay to each Lender Group Agent, in immediately available funds, an amount equal to such Lender Group Share of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or amount necessary to reduce the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent)Aggregate Principal, such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and Limit. Upon receipt of such funds, each Conduit Group’s and Lender Group Agent shall apply such funds to the Loans specified by Borrower in writing to each Unaffiliated Committed Lender’s respective Percentage Lender Group Agent, or if no Loans are so specified, ratably to the Loans of the Aggregate related Conduit and the Liquidity Banks, such that after giving effect to such payment the related Lender Group Principal is less than or equal to the applicable Allocation Lender Group Limit.

Deemed Collections; Borrowing Limit. (a) If on any dayday on or after the Initial Funding Date: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) - (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable; provided, which however, that in any such case, (1) provided that no Amortization Event has occurred, if after giving effect to a reduction in the Outstanding Balances of all affected Receivables in the amounts described in clauses (A) and (B) of this Section 1.4(a), a Borrowing Base Deficiency exists, Borrower shall immediately pay to each Lender Group Agent, in accordance with Section 1.4(b), an amount necessary to cure such Borrowing Base Deficiency or (2) if an Amortization Event has occurred, Borrower shall pay to the Collection Account, in immediately available funds, the amounts specified in clauses (A) or (B) of this Section 1.4(a), as applicable on the Business Day that Borrower or the Servicer becomes aware such breach exists. If, in accordance with clause (B) of Section 1.4(a), Borrower deposits or caused to be deposited in a Collection Account the Outstanding Balance of a Receivable, then, on the next Settlement Date, upon receipt by the Agent and each Lender Group Agent of a Monthly Report identifying such Receivable shall then be released from and the CollateralOutstanding Balance thereof, and, effective as the Agent on behalf of the date Secured Parties shall release its security interest in such Receivable and the Related Security and Collections (other than the related Deemed Collection) with respect thereto without any further action required on which the next succeeding Monthly Report is required to be deliveredpart of Borrower, the Borrowing Base shall be reduced by Agent or the amount of such Deemed CollectionSecured Parties. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal a Borrowing Base Deficiency exists, then Borrower shall immediately pay to each Lender Group Agent, in immediately available funds, an amount equal to such Lender Group Share of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or amount necessary to reduce the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent)Aggregate Principal, such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and Limit. Upon receipt of such funds, each Conduit Group’s and Lender Group Agent shall apply such funds to the Loans specified by Borrower in writing to each Unaffiliated Committed Lender’s respective Percentage Lender Group Agent, or if no Loans are so specified, ratably to the Loans of the Aggregate related Conduit and the Liquidity Banks, such that after giving effect to such payment the related Lender Group Principal is less than or equal to the applicable Allocation Lender Group Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable and not later than two (2) Business Days thereafter shall then be released from pay to the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by Agent's Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement. In the case of any Receivable as to which any Deemed CollectionCollection of the full Outstanding Balance thereof is received as provided for in subclause (B) above, then, upon identification of such Receivable in the next following Monthly Report, the Agent's security interest in such Receivable and the Related Security thereto shall be automatically released. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer immediately pay to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date , in immediately available funds, an amount sufficient to eliminate such excess, together with accrued and unpaid interest on be applied to reduce the amount prepaid Aggregate Principal (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) - (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable; provided, which however, that in any such case, (1) provided that no Amortization Event has occurred, if after giving effect to a reduction in the Outstanding Balances of all affected Receivables in the amounts described in clauses (A) and (B) of this Section 1.4(a), a Borrowing Base Deficiency exists, Borrower shall immediately pay to each Lender Group Agent, in accordance with Section 1.4(b), an amount necessary to cure such Borrowing Base Deficiency or (2) if an Amortization Event has occurred, Borrower shall pay to the Collection Account, in immediately available funds, the amounts specified in clauses (A) or (B) of this Section 1.4(a), as applicable on the Business Day that Borrower or the Servicer becomes aware such breach exists. If, in accordance with clause (B) of Section 1.4(a), Borrower deposits or caused to be deposited in a Collection Account the Outstanding Balance of a Receivable, then, on the next Settlement Date, upon receipt by the Agent and each Lender Group Agent of a Monthly Report identifying such Receivable shall then be released from and the CollateralOutstanding Balance thereof, and, effective as the Agent on behalf of the date Secured Parties shall release its security interest in such Receivable and the Related Security and Collections (other than the related Deemed Collection) with respect thereto without any further action required on which the next succeeding Monthly Report is required to be deliveredpart of Borrower, the Borrowing Base shall be reduced by Agent or the amount of such Deemed CollectionSecured Parties. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal a Borrowing Base Deficiency exists, then Borrower shall immediately pay to each Lender Group Agent, in immediately available funds, an amount equal to such Lender Group Share of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or amount necessary to reduce the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent)Aggregate Principal, such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and Limit. Upon receipt of such funds, each Conduit Group’s and Lender Group Agent shall apply such funds to the Loans specified by Borrower in writing to each Unaffiliated Committed Lender’s respective Percentage Lender Group Agent, or if no Loans are so specified, ratably to the Loans of the Aggregate related Conduit and the Liquidity Banks, such that after giving effect to such payment the related Lender Group Principal is less than or equal to the applicable Allocation Lender Group Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender TD or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed LenderTD’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (q), (r), (s), (t) or (ut) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on be applied to reduce the amount prepaid Aggregate Principal (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any the applicable Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the applicable Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable in the following amounts: (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance of such Receivable and the amount included with respect to such Receivable in calculating such the then applicable Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the sum of (x) the aggregate outstanding principal amount of the Loans from and (y) the Percentage of Letter of Credit Liability relating to any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, such Unaffiliated Committed Lender’s or the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its such Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Allocation Limit, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced by the Servicer as a result of any defective or rejected goods or services, any cash discount services or any other adjustment (other than a Cash Discount) by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory charge, or (ii) the Outstanding Balance of any Receivable is reduced or canceled by the Servicer as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced by the Servicer on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on be applied to reduce the amount prepaid Aggregate Principal (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced by the Servicer as a result of any defective or rejected goods or services, any cash discount services or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory charge, or (ii) the Outstanding Balance of any Receivable is reduced or canceled by the Servicer as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced by the Servicer on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i5.1(h), (ji), (ro), (s), p) and (t) or (uq) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at If, on any time Business Day, (i) a Borrowing Base Deficit shall exist, (ii) the Aggregate Principal shall exceed the Aggregate Commitment, (iii) the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its such Group’s Conduit Allocation Limit, or (iv) the aggregate outstanding principal amount of the Loans outstanding from any Non-Conduit Lender exceeds the Liquidity Commitments of its such Non-Conduit GroupLender’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Non-Conduit Lender Allocation Limit, Borrower shall prepay such Loans by wire transfer to the Funding Administrative Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date Business Day after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent of such occurrence or (ii) a Responsible Officer of the Borrower shall have knowledge thereof, in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Administrative Agent), such that after giving effect to such payment (i) the Aggregate Principal is less than or equal to does not exceed the Borrowing Limit Limit, (ii) no Borrowing Base Deficit shall exist, (iii) the Aggregate Principal does not exceed the Aggregate Commitment, and each (iv) the applicable Non-Conduit Lender’s Percentage or Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Non-Conduit Lender Allocation Limit or Group’s Conduit Allocation Limit. The Administrative Agent shall forward all such amounts received from the Borrower to the accounts of the applicable Co-Agents.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced by the Servicer as a result of any defective or rejected goods or services, any cash discount services or any other adjustment (other than a Cash Discount) by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory charge, or (ii) the Outstanding Balance of any Receivable is reduced or canceled by the Servicer as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced by the Servicer on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at If, on any time Business Day, the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its such Group’s Conduit Allocation Limit, or the aggregate principal amount of the Loans outstanding from any such Group’s Conduit exceeds the Liquidity Commitments of its Conduit such Group’s Committed Lenders Liquidity Banks pursuant to its such Group’s Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date (it being understood that, in the case of a payment to or for the benefit of TPF, such noon deadline is required to comply with Section B(1)(a) of the DTC Operational Arrangements and the DTC Notice (B#2078-07) dated September 11, 2007) of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit the applicable Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Group’s Conduit Allocation Limit.

Deemed Collections; Borrowing Limit. If as of the last day of any Settlement Period: (a) If on the aggregate Outstanding Balance of the Receivables as reflected in the preceding Monthly Report (net of any daypositive adjustments) has been reduced or cancelled for any of the following reasons: (i) the Outstanding Balance of any Receivable is reduced as a result of any rejected, defective or rejected goods returned services or servicesmerchandise, any cash discount or any other adjustment by any the Borrower, the applicable Originator or any Affiliate thereofthereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Borrower, the applicable Originator or any Affiliate thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any the Borrower, the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of the Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, . then, on in such dayevent, the Borrower shall be deemed to have received a Collection of such Receivable in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (i)-(iva)(i), (a)(ii), (a)(iii) above, in the amount of such reduction or cancellation and (a)(iv) or the difference between the actual Outstanding Balance and the amount included in respect of such Receivable in calculating such the Net Pool Balance, as applicable; , and (B) in the case of clause (v) above, in the full amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from in the Collateral, and, effective as case of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collectionpreceding clause (b). (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on be applied to reduce the amount prepaid Aggregate Principal (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its such Conduit Group’s Conduit Allocation Limit, or the aggregate principal amount of the Loans outstanding from any such Conduit Group’s Conduit exceeds the Liquidity Commitments of its such Group’s Liquidity Banks pursuant to such Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each the applicable Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Conduit Group’s Conduit Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(b), Section 5.1(e), Section 5.1(f), Section 5.1(h), Section 5.1(i), (jSection 5.1(q), (rSection 5.1(r), (s), (tSection 5.1(s) or (uSection 5.1(t) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) - (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in Business Day an amount sufficient to eliminate such excess, together with accrued and unpaid interest on be applied to reduce the amount prepaid Aggregate Principal (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its such Group's Conduit Allocation Limit, or the aggregate principal amount of the Loans outstanding from any such Group's Conduit exceeds the Liquidity Commitments of its Conduit such Group’s Committed Lenders 's Liquidity Banks pursuant to its such Group's Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each the applicable Conduit Group’s and each Unaffiliated Committed Lender’s respective 's Percentage of the Aggregate Principal is less than or equal to the applicable Group's Conduit Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable or payment in full of the entire Outstanding Balance being made on such Receivable), or (v) any of the representations or warranties of the Borrower set forth in Section 5.1(i), (j), (k), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, without duplication, the Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report such Collection is required deemed to be deliveredhave been received, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at on any time day the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding Administrative Agent (for prompt remittance to by the applicable Co-Agent) received not later than 12:00 noon (New York City time) close of business on the next succeeding Settlement Date in such day, an amount sufficient to eliminate such excessbe applied to reduce the Aggregate Principal shall be applied to reduce the Aggregate Principal, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), Administrative Agent (giving consideration to the minimization of Broken Funding Costs) such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced by the Servicer as a result of any defective or rejected goods or services, any cash discount services or any other adjustment (other than a Cash Discount) by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory charge, or (ii) the Outstanding Balance of any Receivable is reduced or canceled by the Servicer as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced by the Servicer on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at If, on any time Business Day, the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its such Group's Conduit Allocation Limit, or the aggregate principal amount of the Loans outstanding from any such Group's Conduit exceeds the Liquidity Commitments of its Conduit such Group’s Committed Lenders 's Liquidity Banks pursuant to its such Group's Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon 1:00 p.m. (New York City time) on the next thenext succeeding Settlement Date in of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit the applicable Group’s and each Unaffiliated Committed Lender’s respective 's Percentage of the Aggregate Principal is less than or equal to the applicable Group's Conduit Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) — (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable; provided, which however, that in any such case, (1) provided that no Amortization Event has occurred, if after giving effect to a reduction in the Outstanding Balances of all affected Receivables in the amounts described in clauses (A) and (B) of this Section 1.4(a), a Borrowing Base Deficiency exists, Borrower shall immediately pay to each Lender Group Agent, in accordance with Section 1.4(b), an amount necessary to cure such Borrowing Base Deficiency or (2) if an Amortization Event has occurred, Borrower shall pay to the Collection Account, in immediately available funds, the amounts specified in clauses (A) or (B) of this Section 1.4(a), as applicable on the Business Day that Borrower or the Servicer becomes aware such breach exists. If, in accordance with clause (B) of Section 1.4(a), Borrower deposits or caused to be deposited in a Collection Account the Outstanding Balance of a Receivable, then, on the next Settlement Date, upon receipt by the Agent and each Lender Group Agent of a Monthly Report identifying such Receivable shall then be released from and the CollateralOutstanding Balance thereof, and, effective as the Agent on behalf of the date Secured Parties shall release its security interest in such Receivable and the Related Security and Collections (other than the related Deemed Collection) with respect thereto without any further action required on which the next succeeding Monthly Report is required to be deliveredpart of Borrower, the Borrowing Base shall be reduced by Agent or the amount of such Deemed CollectionSecured Parties. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal a Borrowing Base Deficiency exists, then Borrower shall immediately pay to each Lender Group Agent, in immediately available funds, an amount equal to such Lender Group Share of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or amount necessary to reduce the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent)Aggregate Principal, such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and Limit. Upon receipt of such funds, each Conduit Group’s and Lender Group Agent shall apply such funds to the Loans specified by Borrower in writing to each Unaffiliated Committed Lender’s respective Percentage Lender Group Agent, or if no Loans are so specified, ratably to the Loans of the Aggregate related Conduit and the Liquidity Banks, such that after giving effect to such payment the related Lender Group Principal is less than or equal to the applicable Allocation Lender Group Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of the applicable Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, the applicable Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower Borrowers shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its such Conduit Group’s Conduit Allocation Limit, or the aggregate principal amount of the Loans outstanding from any such Conduit Group’s Conduit exceeds the Liquidity Commitments of its such Conduit Group’s Committed Lenders Liquidity Banks pursuant to its such Conduit Group’s Liquidity Agreement divided by 102%, Borrower Borrowers, jointly and severally, shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each the applicable Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Conduit Group’s Conduit Allocation Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any the Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any the Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Periodic Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of the Borrower set forth in Section 5.1(i5. 1 (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, the Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Periodic Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding each Lender Group Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient equal to eliminate such excess, together with accrued and unpaid interest on Lender Group Share of the amount prepaid (as allocated by necessary to reduce the applicable Co-Agent)Aggregate Principal, such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and Limit. Upon receipt of such funds, each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage Lender Group Agent shall apply such funds to the Loans of the Aggregate related Conduit and the Liquidity Banks as determined by the related Lender Group Agent, such that after giving effect to such payment the related Lender Group Principal is less than or equal to the applicable Allocation Lender Group Limit.

Deemed Collections; Borrowing Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any the Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any the Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Periodic Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of the Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, the Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Periodic Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit Aggregate Principal exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%Borrowing Limit, Borrower shall prepay such Loans by wire transfer pay to the Funding each Lender Group Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient equal to eliminate such excess, together with accrued and unpaid interest on Lender Group Share of the amount prepaid (as allocated by necessary to reduce the applicable Co-Agent)Aggregate Principal, such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and Limit. Upon receipt of such funds, each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage Lender Group Agent shall apply such funds to the Loans of the Aggregate related Conduit and the Liquidity Banks as determined by the related Lender Group Agent, such that after giving effect to such payment the related Lender Group Principal is less than or equal to the applicable Allocation Lender Group Limit.