Common use of Dilutions Clause in Contracts

Dilutions. (a) If on any day the Unpaid Balance of any --------- Pool Receivable is (i) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any allowances or billing errors, any trade-in or trade-up, or any adjustment by the Transferor, any Affiliate of the Transferor or by the Servicer or any early termination, refinancing, prepayment, consolidation or replacement of the Contract related to such Pool Receivable, (ii) reduced or cancelled as a result of a setoff in respect of any claim or dispute by the Obligor thereof against the Transferor or any Affiliate of the Transferor (individually or as Servicer) or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), (iii) reduced on account of the obligation of the Transferor or an Affiliate of the Transferor (individually or as Servicer) to pay to the related Obligor any rebate or refund, or (iv) determined by the Agent, the Servicer or the Transferor to have been less than the Unpaid Balance of such Receivable used in calculating the Net Pool Balance for purposes of the most recent Periodic Report or Settlement Statement, then, on such day, the Transferor shall be deemed to have received a Collection of such Pool Receivable in the amount of such reduction or cancellation or, in the case of clause (iv) above, by the amount of the difference between the ----------- actual Unpaid Balance and the Unpaid Balance as so reported. (b) If on any day (i) any of the representations or warranties of the Transferor set forth in Section 6.01(k) or (o) --------------- --- shall not be true with respect to a Pool Receivable (other than solely by reason of such Pool Receivable's being a Defaulted Receivable), or (ii) when the Servicer or the Transferor delivers any Periodic Report or Settlement Statement, any Pool Receivable the Unpaid Balance of which is included in the computation of the Net Pool Balance therein shall not be an Eligible Receivable, then, on such day, the Transferor shall be deemed to have received a Collection of such Pool Receivable in the amount of the Unpaid Balance of such Pool Receivable.

Dilutions. (a) If on any day the Unpaid Outstanding Balance of any --------- Pool a Receivable is is (ix) reduced or canceled as a result of any defective, returned or rejected or returned merchandise goods or services, any cash discount, any allowances rebate or billing errors, any trade-in or trade-up, refund or any adjustment by the Transferorany Seller, any Affiliate of Subservicer, the Transferor or by the Master Servicer or the Lux Manager (other than Contractual Reductions or a write-off of all or any early terminationportion of its Outstanding Balance as uncollectible), refinancing, prepayment, consolidation or replacement of the Contract related to such Pool Receivable, (iiy) reduced or cancelled canceled as a result of a setoff set-off in respect of any claim or dispute claim, other than a Contractual Reduction, by the Obligor thereof against the Transferor or any Affiliate of the Transferor (individually or as Servicer) or any other Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of the obligation of the Transferor or an Affiliate of the Transferor (individually or as Servicer) to pay to , the related Obligor any rebate or refund, or (iv) determined by the Agent, the Servicer or the Transferor to have been less than the Unpaid Balance of such Receivable used in calculating the Net Pool Balance for purposes of the most recent Periodic Report or Settlement Statement, then, on such day, the Transferor Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or cancellation or, cancellation. If the Original Balance of a Receivable is less than the amount reported in the case Purchase Report for the Monthly Period in which such Receivable Balance was transferred to the Buyer, the related Seller shall be deemed to have received, on the day that the Lux Manager and the related Seller become aware of clause (iv) abovesuch difference, by a Collection of such Receivable in the amount of the difference between the ----------- actual Unpaid Balance and the Unpaid Balance as so reported. (b) such difference. If on any day (i) any of the representations or warranties of the Transferor set forth in Section 6.01(k) or (o) --------------- --- shall 5.02 hereof was not be true when made with respect to a Pool Receivable (other than solely by reason of such Pool Receivable's being a Defaulted Receivable), or (ii) when the Servicer or the Transferor delivers any Periodic Report or Settlement Statement, any Pool Receivable the Unpaid Balance of which is included in the computation of the Net Pool Balance therein shall not be an Eligible Receivable, then, on such day, the Transferor related Seller shall be deemed to have received received, on the date of discovery that such representation or warranty was not true when made, a Collection (any such deemed Collection pursuant to this or the preceding two sentences, without duplication, a “Deemed Collection”) of such Pool Receivable in full, less the amount of any Collections received by the Unpaid Balance Buyer in respect of such Pool Receivable. Notwithstanding anything to the contrary contained in this Agreement, the related Seller shall pay or credit the amount of Deemed Collections deemed to be received by such Seller during any Monthly Period to the Buyer on the first Settlement Date following such Monthly Period as follows: (i) first, by depositing into the Concentration Account an amount equal to the lesser of such Deemed Collections and the excess, if any, of (A) the sum of the Outstanding Borrowings, over (B) the Funding Base, and (ii) second, by crediting, dollar for dollar, any remaining portion of such Deemed Collections against payments of the Initial Purchase Price or Purchase Price, as applicable, due from the Buyer to such Seller for Receivables purchased hereunder; provided, that if a Termination Event or Potential Termination Event shall have occurred and be continuing, the entire amount of such Deemed Collections shall be paid by deposit into the Concentration Account within two Business Days of their deemed receipt thereof; and provided further, that any Collections in respect of any Receivable as to which the Buyer has received a Deemed Collection pursuant to the immediately preceding sentence that are received by the Buyer after the date of such Deemed Collection shall be added to the next payment of the Initial Purchase Price or Purchase Price, as applicable, due from the Buyer to the relevant Seller for Receivables purchased hereunder.

Dilutions. (a) If on any day the Unpaid Balance of any --------- Pool Receivable is (i) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any allowances or billing errors, any trade-in or trade-up, or any adjustment by the Transferor, any Affiliate of the Transferor or by the Servicer or any early termination, refinancing, prepayment, consolidation or replacement of the Contract related to such Pool Receivable, (ii) reduced or cancelled as a result of a setoff in respect of any claim or dispute by the Obligor thereof against the Transferor or any Affiliate of the Transferor (individually or as Servicer) or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), (iii) reduced on account of the obligation of the Transferor or an Affiliate of the Transferor (individually or as Servicer) to pay to the related Obligor any rebate or refund, or (iv) determined by the Agent, the Servicer or the Transferor to have been less than the Unpaid Balance of such Receivable used in calculating the Net Pool Balance for purposes of the most recent Periodic Report or Settlement Statement, then, on such day, the Transferor shall be deemed to have received a Collection of such Pool Receivable in the amount of such reduction or cancellation or, in the case of clause (iv) above, by the amount of the difference between the ----------- actual Unpaid Balance and the Unpaid Balance as so reported. (b) If on any day (i) any of the representations or warranties of the Transferor set forth in Section 6.01(k) or (o) --------------- --- shall not be true with respect to --------------- --- a Pool Receivable (other than solely by reason of such Pool Receivable's being a Defaulted Receivable), or (ii) when the Servicer or the Transferor delivers any Periodic Report or Settlement Statement, any Pool Receivable the Unpaid Balance of which is included in the computation of the Net Pool Balance therein shall not be an Eligible Receivable, then, on such day, the Transferor shall be deemed to have received a Collection of such Pool Receivable in the amount of the Unpaid Balance of such Pool Receivable.

Dilutions. (a) If on any day the Unpaid Balance of any --------- Pool Receivable is (i) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any allowances or billing errors, any trade-in or trade-up, or any adjustment by the Transferor, Originator or any Affiliate of the Transferor Originator or by the Servicer or any early termination, prepayment, refinancing, prepayment, consolidation or replacement of the Contract related to such Pool Receivable, (ii) reduced or cancelled canceled as a result of a setoff in respect of any claim or dispute by the Obligor thereof against the Transferor Originator or any Affiliate of the Transferor Originator (individually or as Servicer) or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), (iii) reduced on account of the obligation of the Transferor Originator or an Affiliate of the Transferor Originator (individually or as Servicer) to pay to the related Obligor any rebate or refund, or (iv) determined by the Agent, the Servicer or the Transferor Seller to have been less than the Unpaid Balance of such Receivable used in calculating the Net Pool Balance for purposes of the most recent Periodic Report or Settlement Pay Out Statement, then, on such day, the Transferor Seller or, in the case of any adjustment by or claim against the Servicer or any matter described in clause (iv) above, the Servicer ----------- shall be deemed to have received a Collection of such Pool Receivable in the amount of such reduction or cancellation or, in the case of clause (iv) above, ----------- by the amount of the difference between the ----------- actual Unpaid Balance and the Unpaid Balance as so reported. (b) If on any day (i) any of the representations or warranties of the Transferor Seller or the Servicer set forth in Section 6.01(k6.01(l) or (op) --------------- --- shall not be true with respect to a Pool Receivable --------------- --- (other than solely by reason of such Pool Receivable's being a Defaulted Receivable), or (ii) when the Servicer Seller or the Transferor Servicer delivers any Periodic Report or Settlement Pay Out Statement, any Pool Receivable the Unpaid Balance of which is included in the computation of the Net Pool Balance therein shall not be an Eligible Receivable, then, on such day, the Transferor Seller or the Servicer, as applicable, shall be deemed to have received a Collection of such Pool Receivable in the amount of the Unpaid Balance of such Pool Receivable.