Common use of Originator Adjustments Clause in Contracts

Originator Adjustments. (a) With respect to any Cartus Receivable purchased by the Buyer from the Originator, if on any day the Buyer (or its assigns), the Servicer or the Originator determines that (i) such Cartus Receivable (A) was not identified by the Originator in the Daily Originator Report as other than an Eligible Receivable on the Business Day such Cartus Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Cartus Receivable or the related Cartus Related Assets (each such Cartus Receivable described in clause (i) or clause (ii), a “Cartus Noncomplying Asset”), then the Originator shall pay the aggregate Unpaid Balance of such Cartus Receivables (such payment, a “Cartus Noncomplying Asset Adjustment”) to the Buyer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Cartus Receivable (i) is reduced as a result of any cash discount or any adjustment by the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer), (ii) is subject to reduction on account of any offsetting account payable of the Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer) (whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of the Originator to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), an “Originator Dilution Adjustment”), then the Originator shall pay such Originator Dilution Adjustment to the Buyer in accordance with Section 4.3(c). (c) Within seven Business Days after the end of each Monthly Period, the Originator shall pay to the Buyer, in accordance with Section 4.4 and as provided in Section 4.1, an amount (an “Originator Adjustment”) equal to the sum of (A) the aggregate Originator Dilution Adjustments, if any, owing on account of each day during such Monthly Period plus (B) the aggregate Cartus Noncomplying Asset Adjustments, if any, owing on account of each day during such Monthly Period. The Cartus Receivables that gave rise to any Originator Dilution Adjustment and any related Cartus Related Assets shall remain the property of the Buyer. From and after the day on which any Cartus Noncomplying Asset Adjustment is made, any collections received by the Buyer that are identified as proceeds of the Receivables that gave rise to such Cartus Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Originator.

Originator Adjustments. (a) With respect to any Cartus Equity Receivable purchased by the Buyer from the Originator, if on any day the Buyer (or its assigns), the Servicer or the Originator determines that (i) such Cartus Equity Receivable (A) was not identified by the Originator in the Daily Originator Report as other than an Eligible Receivable on the Business Day such Cartus Receivable was sold hereunder or (B) was otherwise treated by the Originator as or represented by the Originator to be an Eligible Receivable in any Receivables Monthly Originator Report or Weekly Activity Report, as applicable, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Cartus Receivable or the related Cartus Equity Related Assets (each such Cartus Equity Receivable described in clause (i) or clause (ii), a “Cartus Noncomplying Asset”), then the Originator shall pay the aggregate Unpaid Balance of such Cartus Equity Receivables (such payment, a “Cartus Noncomplying Asset Adjustment”) to the Buyer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Cartus Equity Receivable (i) is reduced as a result of any cash discount or any adjustment Concession made by the Originator or any Affiliate of Originator, then the Originator (other than the Buyer, ARSC or the Issuer), (ii) is subject to reduction on account of any offsetting account payable of the Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer) (whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of the Originator to shall pay to the related Obligor any rebate or refund Buyer the amount of such reduction (each of the reductions and cancellations described above in clauses (i) through (iii)such payment, an “Originator Dilution Adjustment”), then the Originator shall pay such Originator Dilution Adjustment ) to the Buyer in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Originator shall pay to the Buyer, in cash in accordance with Section 4.4 and as provided in Section 4.14.2, an amount (an “Originator Adjustment”) equal to the sum of (A) the aggregate Originator Dilution AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Period from and including the immediately preceding Business Day plus (B) the aggregate Cartus Noncomplying Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The Cartus Equity Receivables that gave rise to any Originator Dilution Adjustment and any related Cartus Equity Related Assets shall remain the property of the Buyer. From and after the day on which any Cartus Noncomplying Asset Adjustment is made, any collections received by the Buyer that are identified as proceeds of the Equity Receivables that gave rise to such Cartus Noncomplying Asset Adjustment and any Equity Related Property with respect to such Receivable shall be promptly returned to the Originator. The Buyer hereby directs the Originator to deposit all such Originator Adjustments directly into the Collection Account.

Originator Adjustments. (a) With respect to any Cartus Originator Fee Receivable purchased by the Buyer Issuer from the Originator, if on any day the Buyer Issuer (or its assigns), the Servicer or the Originator determines that (i) such Cartus Originator Fee Receivable (A) was not identified by the Originator in the Daily Originator Report as other than an Eligible Receivable on the Business Day such Cartus Receivable was sold hereunder or (B) was otherwise treated by the Originator as or represented by the Originator to be an Eligible Receivable in any Receivables Monthly Originator Report or Weekly Activity Report, as applicable, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Cartus Receivable or the related Cartus Equity Related Assets (each such Cartus Originator Fee Receivable described in clause (i) or clause (ii), a “Cartus Noncomplying Fee Asset”), then the Originator shall pay the aggregate Unpaid Balance of such Cartus Originator Fee Receivables (such payment, a “Cartus Noncomplying Fee Asset Adjustment”) to the Buyer Issuer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Cartus Originator Fee Receivable (i) is reduced as a result of any cash discount or any adjustment Concession made by the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer), (ii) is subject to reduction on account of any offsetting account payable of the Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer) (whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of the Originator to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), an “Originator Dilution Adjustment”)Originator, then the Originator shall pay such Originator Dilution Adjustment to the Buyer Issuer the amount of such reduction (such payment, an “Originator Fee Dilution Adjustment”) to the Issuer in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Originator shall pay to the BuyerIssuer, in cash in accordance with Section 4.4 and as provided in Section 4.14.2, an amount (an “Originator Fee Adjustment”) equal to the sum of (A) the aggregate Originator Fee Dilution AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Period from and including the immediately preceding Business Day plus (B) the aggregate Cartus Noncomplying Fee Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The Cartus Originator Fee Receivables that gave rise to any Originator Fee Dilution Adjustment and any related Cartus Originator Fee Related Assets shall remain the property of the BuyerIssuer. From and after the day on which any Cartus Noncomplying Fee Asset Adjustment is made, any collections received by the Buyer Issuer that are identified as proceeds of the Originator Fee Receivables that gave rise to such Cartus Noncomplying Fee Asset Adjustment and any Originator Fee Related Property with respect to such Receivable shall be promptly returned to the Originator.

Originator Adjustments. (a) With respect to any Cartus CMSC Receivable purchased by the Buyer from the Originator, if on any day the Buyer (or its assigns), the Servicer or the Originator determines that (i) such Cartus CMSC Receivable (A) was not identified by the Originator in the Daily Originator Report as other than an Eligible Receivable on the Business Day such Cartus CMSC Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Cartus CMSC Receivable or the related Cartus CMSC Related Assets (each such Cartus CMSC Receivable described in clause (i) or clause (ii), a “Cartus Noncomplying Asset”"CMSC NONCOMPLYING ASSET"), then the Originator shall pay the aggregate Unpaid Balance of such Cartus CMSC Receivables (such payment, a “Cartus Noncomplying Asset Adjustment”"CMSC NONCOMPLYING ASSET ADJUSTMENT") to the Buyer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Cartus CMSC Receivable (i) is reduced as a result of any cash discount or any adjustment by the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer), (ii) is subject to reduction on account of any offsetting account payable of the Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer) (whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of the Originator to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), an “Originator Dilution Adjustment”"ORIGINATOR DILUTION ADJUSTMENT"), then the Originator shall pay such Originator Dilution Adjustment to the Buyer in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Originator shall pay to the Buyer, in cash in accordance with Section 4.4 and as provided in Section 4.14.4, an amount (an “Originator Adjustment”"ORIGINATOR ADJUSTMENT") equal to the sum SUM of (A) the aggregate Originator Dilution AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Period plus from and including the immediately preceding Business Day PLUS (B) the aggregate Cartus CMSC Noncomplying Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The Cartus CMSC Receivables that gave rise to any Originator Dilution Adjustment and any related Cartus CMSC Related Assets shall remain the property of the Buyer. From and after the day on which any Cartus CMSC Noncomplying Asset Adjustment is made, any collections received by the Buyer that are identified as proceeds of the Receivables that gave rise to such Cartus CMSC Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Originator.

Originator Adjustments. (a) With respect to any Cartus CMSC Receivable purchased by the Buyer from the Originator, if on any day the Buyer (or its assigns), the Servicer or the Originator determines that (i) such Cartus CMSC Receivable (A) was not identified by the Originator in the Daily Originator Report as other than an Eligible Receivable on the Business Day such Cartus CMSC Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Cartus CMSC Receivable or the related Cartus CMSC Related Assets (each such Cartus CMSC Receivable described in clause (i) or clause (ii), a “Cartus Noncomplying Asset”"CMSC NONCOMPLYING ASSET"), then the Originator shall pay the aggregate Unpaid Balance of such Cartus CMSC Receivables (such payment, a “Cartus Noncomplying Asset Adjustment”"CMSC NONCOMPLYING ASSET ADJUSTMENT") to the Buyer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Cartus CMSC Receivable (i) is reduced as a result of any cash discount or any adjustment by the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer), (ii) is subject to reduction on account of any offsetting account payable of the Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer) (whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of the Originator to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), an “Originator Dilution Adjustment”"ORIGINATOR DILUTION ADJUSTMENT"), then the Originator shall pay such Originator Dilution Adjustment to the Buyer in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Originator shall pay to the Buyer, in cash in accordance with Section 4.4 and as provided in Section 4.14.4, an amount (an “Originator Adjustment”"ORIGINATOR ADJUSTMENT") equal to the sum of (A) the aggregate Originator Dilution AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Period from and including the immediately preceding Business Day plus (B) the aggregate Cartus CMSC Noncomplying Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The Cartus CMSC Receivables that gave rise to any Originator Dilution Adjustment and any related Cartus CMSC Related Assets shall remain the property of the Buyer. From and after the day on which any Cartus CMSC Noncomplying Asset Adjustment is made, any collections received by the Buyer that are identified as proceeds of the Receivables that gave rise to such Cartus CMSC Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Originator.

Originator Adjustments. (a) With respect to any Cartus CMSC Receivable purchased by the Buyer from the Originator, if on any day the Buyer (or its assigns), the Servicer or the Originator determines that (i) such Cartus CMSC Receivable (A) was not identified by the Originator in the Daily Originator Report as other than an Eligible Receivable on the Business Day such Cartus CMSC Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Cartus CMSC Receivable or the related Cartus CMSC Related Assets (each such Cartus CMSC Receivable described in clause (i) or clause (ii), a “Cartus CMSC Noncomplying Asset”), then the Originator shall pay the aggregate Unpaid Balance of such Cartus CMSC Receivables (such payment, a “Cartus CMSC Noncomplying Asset Adjustment”) to the Buyer in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any Cartus CMSC Receivable (i) is reduced as a result of any cash discount or any adjustment by the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer), (ii) is subject to reduction on account of any offsetting account payable of the Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against the Originator or any Affiliate of the Originator (other than the Buyer, ARSC or the Issuer) (whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of the Originator to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), an “Originator Dilution Adjustment”), then the Originator shall pay such Originator Dilution Adjustment to the Buyer in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Originator shall pay to the Buyer, in cash in accordance with Section 4.4 and as provided in Section 4.14.4, an amount (an “Originator Adjustment”) equal to the sum of (A) the aggregate Originator Dilution AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Period from and including the immediately preceding Business Day plus (B) the aggregate Cartus CMSC Noncomplying Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The Cartus CMSC Receivables that gave rise to any Originator Dilution Adjustment and any related Cartus CMSC Related Assets shall remain the property of the Buyer. From and after the day on which any Cartus CMSC Noncomplying Asset Adjustment is made, any collections received by the Buyer that are identified as proceeds of the Receivables that gave rise to such Cartus CMSC Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Originator.