Common use of Extension, Amendment and Adjustment of Receivables; Amendment of Policies Clause in Contracts

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify the terms of, or grant any Dilution Adjustment in respect of, any Receivable, or otherwise take any action that is intended to cause or permit a Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability of the relevant Receivable, or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Dilution Adjustment Payment in accordance with Section 2.05 or the applicable corresponding section of the Origination Agreement. If the Master Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same day, (2) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 (or the applicable corresponding section) of the Origination Agreement. Any Dilution Adjustment authorized to be made pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators under the related Origination Agreement in respect of such Dilution Adjustment) will be required to pay into relevant the Series Principal Concentration Subaccount with respect to each Outstanding Series in immediately available funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the Cash Dilution Payment. (b) The Master Servicer shall not change or modify the Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect. The Master Servicer shall provide notice to the Company, the Trustee, each Funding Agent, the Liquidation Servicer and each Rating Agency of any change or modification of the Policies. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Each Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify modify, the terms of, or grant any Dilution Adjustment in respect ofto, any Serviced Receivable, or otherwise take any action that is intended to cause or permit a Serviced Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business)its Policies, (ii) if such cancellation, termination, amendment, modification as required by any Requirement of Law or waiver arose as a result of a request from an Obligor, (iii) if in the case of any such amendmentDilution Adjustments, modification upon the payment by or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability behalf of the relevant Receivable, or (b) such Dilution Adjustment is the result appropriate Seller of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Seller Dilution Adjustment Payment in accordance with Section 2.05 or the applicable corresponding section of the Origination Agreement. If the Master Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same day, (2) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 (or the applicable corresponding section) of the Origination Receivables Sale Agreement. Any Dilution Adjustment authorized to be made pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators Seller under the related Origination Receivables Sale Agreement in respect of such Dilution Adjustment) will shall be required to pay into relevant the Series Principal Concentration Subaccount Collection Sub-subaccount with respect to each Outstanding Series in immediately available funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the amount (the "Cash Dilution Payment") by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount. (b) The Master No Servicer shall not change or modify the its Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, Law (which for the purposes of this Section shall not include the certificate of incorporation or by-laws or other organizational or governing documents of the Master Servicer) or (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company thereto and the Funding Agent prior to such changes taking effectAgents have consented thereto (which consent shall not be unreasonably withheld). The Master Each Servicer shall provide notice to the Company, the Trustee, each Funding Agent, the Liquidation Servicer Agent and each Rating Agency of any change or modification of its Policies; provided, however, that if any change or modification, other than a change or modification permitted pursuant to clause (i) above, would reasonably be expected to have a Material Adverse Effect, a Seller Material Adverse Effect, a Servicer Material Adverse Effect or a Company Material Adverse Effect with respect to a Series that is not rated by a Rating Agency, then the Policiesconsent of Investor Certificateholders representing Investor Certificateholders' Interest aggregating not less than 50% of the Adjusted Invested Amount of such Series (or, as otherwise specified in the related Supplement) shall be required to effect such change or modification. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Servicer hereby covenants and agrees with the Company and the Trustee that it shall not (and shall not permit any Local Servicer to) extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify the terms of, or grant any Dilution Adjustment in respect of, any Receivable, or otherwise take any action that is intended to cause or permit a Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability collectibility of the relevant Receivable, or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Dilution Adjustment Payment in accordance with Section 2.05 or 2.06 (or the applicable corresponding section section) of the related Origination Agreement. If the Master Servicer or the another Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same daywithin five (5) Business Days after such cancellation, (2) such invoice must be replaced as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same within five (5) Business Day Days after such cancellation and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 or 2.06 (or the applicable corresponding section) of the related Origination Agreement. Any Dilution Adjustment authorized to be made pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Aggregate Receivables Amount of Receivables and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators under the related Origination Agreement in respect of such Dilution Adjustment) will be required to pay into the relevant the Series Principal Collection Account or Company Concentration Subaccount with respect to each Outstanding Series Account, if any, in immediately available funds, within one (1) Business Day of after such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the Cash Dilution Adjustment Payment. (b) The Master Servicer shall not (and shall not permit any Local Servicer to) change or modify the Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, Law or (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect. The Master Servicer shall provide prior written notice to the Company, the Trustee, each Funding Collateral Agent, the Liquidation Servicer Administrative Agent and each Rating Agency Funding Agent of any change or modification of the Policies. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify modify, the terms of, or grant any Dilution Adjustment in respect ofto, any Receivable, or otherwise take any action that is intended to cause or permit a Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business)its Policies, (ii) if such cancellation, termination, amendment, modification as required by any Requirement of Law or waiver arose as a result of a request from an Obligor, (iii) if in the case of any such amendmentDilution Adjustments (whether or not permitted by clause (i) or (ii)), modification upon the payment by or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability behalf of the relevant Receivable, or (b) such Dilution Adjustment is the result Seller of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Dilution Seller Adjustment Payment in accordance with Section 2.05 or the applicable corresponding section of the Origination Agreement. If the Master Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same day, (2) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 (or the applicable corresponding section) of the Origination Receivables Sale Agreement; provided that in no event shall an Eligible Receivable becoming a Defaulted Receivable constitute a breach of this Section 4.05. Any Dilution Adjustment authorized to be made pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables used to calculate the Aggregate Receivables Amount and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators Seller under the related Origination Receivables Sale Agreement in respect of such Dilution Adjustment) will shall be required to pay into relevant the Series Principal Concentration Subaccount Collection Sub-subaccount with respect to each Outstanding Series in immediately available funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the amount (the "Cash Dilution Payment") by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount. (b) The Master Servicer shall not change or modify the its Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect with respect to the Servicer or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect. The Master Servicer shall provide notice to the Company, the Trustee, each Funding Agent, the Liquidation Servicer Agent and each Rating Agency of any change or modification of the its Policies. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify the terms of, or grant any Dilution Adjustment in respect of, any Receivable, or otherwise take any action that is intended to cause or permit a Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability collectibility of the relevant Receivable, or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Dilution Adjustment Payment in accordance with Section 2.05 or 2.06 (or the applicable corresponding section section) of the related Origination Agreement. If the Master Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same daywithin 5 Business Days of such cancellation, (2) such invoice must be replaced as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same within 5 Business Day Days of such cancellation and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 or 2.06 (or the applicable corresponding section) of the related Origination Agreement. Any Dilution Adjustment authorized to be made pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators under the related Origination Agreement in respect of such Dilution Adjustment) will be required to pay into relevant the Series Principal Concentration Subaccount with respect to each Outstanding Series in immediately available funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the Cash Dilution Adjustment Payment. (b) The Master Servicer shall not change or modify the Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, Law or (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect. The Master Servicer shall provide notice to the Company, the Trustee, each Funding Agent, Agent and the Liquidation Servicer and each Rating Agency of any change or modification of the Policies. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Each Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify modify, the terms of, or grant any Dilution Adjustment in respect ofto, any Serviced Receivable, or otherwise take any action that is intended to cause or permit a Serviced Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business)its Policies, (ii) if such cancellation, termination, amendment, modification as required by any Requirement of Law or waiver arose as a result of a request from an Obligor, (iii) if in the case of any such amendmentDilution Adjustments, modification upon the payment by or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability behalf of the relevant Receivable, or (b) such Dilution Adjustment is the result appropriate Seller of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Dilution Seller Adjustment Payment in accordance with Section 2.05 or the applicable corresponding section of the Origination Agreement. If the Master Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same day, (2) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 (or the applicable corresponding section) of the Origination Receivables Sale Agreement. Any Dilution Adjustment authorized to be made Amended and Restated Servicing Agreement 19 pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators Sellers under the related Origination Receivables Sale Agreement in respect of such Dilution Adjustment) will shall be required to pay into relevant the Series Principal Concentration Subaccount Collection Sub- subaccount with respect to each Outstanding Series in immediately available funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the amount (the "Cash Dilution Payment") by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount. (b) The Master No Servicer shall not change or modify the its Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, Law or (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect. The Master Each Servicer shall provide notice to the Company, the Trustee, each Funding Agent, the Liquidation Servicer Agent and each Rating Agency of any change or modification of its Policies; provided, however, that if any change or modification, other than a change or modification permitted pursuant to clause (i) above, would be reasonably likely to have a Material Adverse Effect on the Policiesinterests of the Investor Certificateholders of a Series that is not rated by a Rating Agency, the consent of the applicable Agent (or if none, as specified in the related Supplement) shall be required to effect such change or modification. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.

Extension, Amendment and Adjustment of Receivables; Amendment of Policies. (a) The Master Servicer hereby covenants and agrees with the Company and the Trustee that it shall not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify modify, the terms of, or grant any Dilution Adjustment in respect ofto, any Receivable, or otherwise take any action that is intended to cause or permit a Receivable that is an Eligible Receivable to cease to be an Eligible Receivable, except in any such case (a) (i) such cancellation, termination, amendment, modification, or waiver is made in accordance with the Servicing Standard set forth in Section 4.12 and in accordance with terms of the Policies (and would have been made in the ordinary course of business)its Policies, (ii) if such cancellation, termination, amendment, modification as required by any Requirement of Law or waiver arose as a result of a request from an Obligor, (iii) if in the case of any such amendmentDilution Adjustments (whether or not permitted by clause (i) or (ii)), modification upon the payment by or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectability behalf of the relevant Receivable, or (b) such Dilution Adjustment is the result Seller of a pre-existing contractual obligation between the Contributor, the Company or any Originator, as the case may be, and the related Obligor with respect to such Receivable, provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make an Originator Dilution Seller Adjustment Payment in accordance with Section 2.05 or the applicable corresponding section of the Origination Agreement. If the Master Servicer or the Originator cancels an invoice related to a Receivable, either (1) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same day, (2) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day and the Originator must make an Originator Dilution Adjustment Payment to the Company, in an amount equal to the difference between such cancelled and replacement invoices or (3) the Originator must make an Originator Dilution Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice pursuant to Section 2.05 (or the applicable corresponding section) of the Origination Receivables Sale Agreement; provided that in no event shall an Eligible Receivable becoming a Defaulted Receivable constitute a breach of this Section 4.05. Any Dilution Adjustment authorized to be made pursuant to the preceding sentence shall result in the reduction, on the Business Day on which such Dilution Adjustment arises or is identified, in the aggregate Principal Amount of Receivables used to calculate the Aggregate Receivables Amount and if as a result of such a reduction the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount, the Company (in addition to the obligations of the Originators Seller under the related Origination Receivables Sale Agreement in respect of such Dilution Adjustment) will shall be required to pay into relevant the Series Principal Concentration Subaccount Collection Sub- subaccount with respect to each Outstanding Series in Servicing Agreement 15 immediately available funds, within one (1) Business Day of such determination, the pro rata share for such Series (based on a percentage equal to the Invested Amount for such Series divided by the Aggregate Invested Amount) of the amount (the "Cash Dilution Payment") by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount. (b) The Master Servicer shall not change or modify the its Policies in any material respect, except (i) if such change or modification is necessary under any Requirement of Law, (ii) if such change or modification would not reasonably be expected to have a Material Adverse Effect with respect to the Servicer or (iii) if the Rating Agency Condition is satisfied with respect thereto; provided that any material changes to the Policies must be approved in writing by the Company and the Funding Agent prior to such changes taking effect. The Master Servicer shall provide notice to the Company, the Trustee, each Funding Agent, the Liquidation Servicer Agent and each Rating Agency of any change or modification of the its Policies. (c) The Master Servicer shall perform its obligations in accordance with and comply in all material respects with the Policies.