Common use of Exercise of Set-Off Against Dealers Clause in Contracts

Exercise of Set-Off Against Dealers. Notwithstanding paragraph (ii), above, to the extent that the Closed-End Servicer shall (subject to and in accordance with its Credit and Collection Policy and normal operating procedures) exercise any right of set off against any Dealer, whether pursuant to its Dealer Agreement with such Dealer or otherwise, so as to reduce the total of all payments to be made (in any capacity) by the Closed-End Servicer to the Dealer, the Closed-End Servicer shall reduce the amount of drafts honored in favor of such Dealer pursuant to this Section 5.2(a) by an amount equal to the product of (x) the total amount of all drafts presented for payment by such Dealer as of the date of such set off and (y) a fraction (expressed as a percentage) of which (1) the numerator is equal to the sum of all drafts honored in favor of such Dealer pursuant to this Section 5.2(a) and (2) the denominator is equal to the sum of all amounts then owed (in any capacity) by the Closed-End Servicer to the Dealer.