Common use of Seller Adjustments; Originator Adjustments Clause in Contracts

Seller Adjustments; Originator Adjustments. (a) With respect to any CFC Receivable created by the Seller, if on any day ARSC (or ARSC’s assignee), the Servicer or the Seller determines that (i) any CFC Receivable that (A) was not identified by or on behalf of the Seller in the Daily Seller Report as other than an Eligible Receivable on the Business Day such CFC Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, 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 CFC Receivable or the related CFC Related Asset (each such CFC Receivable described in clause (i) or clause (ii), a “CFC Noncomplying Asset”), then the Seller shall pay the aggregate Unpaid Balance of such CFC Receivables (such payment, the “CFC Noncomplying Asset Adjustment”) to ARSC in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any CFC Receivable (i) is reduced as a result of any cash discount or any adjustment by the Seller, (ii) is subject to reduction on account of any offsetting account payable of the Seller 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 Seller (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 Seller to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), a “Seller Dilution Adjustment”), then the Seller shall pay such Seller Dilution Adjustment to ARSC in accordance with Section 4.3(c). (c) Within seven Business Days after the end of each Monthly Period, the Seller shall pay to ARSC, 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 CFC Noncomplying Asset Adjustments, if any, owing on account of each day during such Monthly Period. The CFC Receivables that gave rise to any CFC Noncomplying Asset Adjustment shall remain the property of ARSC. From and after the day on which any Cartus Noncomplying Asset Adjustment or CFC Noncomplying Asset Adjustment is made, any collections received by ARSC that are identified as proceeds of the Receivables that gave rise to such Cartus Noncomplying Asset Adjustment or CFC Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Seller.

Seller Adjustments; Originator Adjustments. (a) With respect to any CFC CMF Receivable created by the Seller, if on any day ARSC (or ARSC’s assignee), the Servicer or the Seller determines that (i) any CFC CMF Receivable that (A) was not identified by or on behalf of the Seller in the Daily Seller Report as other than an Eligible Receivable on the Business Day such CFC CMF Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, 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 CFC CMF Receivable or the related CFC CMF Related Asset (each such CFC CMF Receivable described in clause (i) or clause (ii), a “CFC CMF Noncomplying Asset”), then the Seller shall pay the aggregate Unpaid Balance of such CFC CMF Receivables (such payment, the “CFC CMF Noncomplying Asset Adjustment”) to ARSC in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any CFC CMF Receivable (i) is reduced as a result of any cash discount or any adjustment by the Seller, (ii) is subject to reduction on account of any offsetting account payable of the Seller 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 Seller (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 Seller to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), a “Seller Dilution Adjustment”), then the Seller shall pay such Seller Dilution Adjustment to ARSC in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Seller shall pay to ARSC, ARSC in cash in accordance with Section 4.4 and as provided in Section 4.14.4, an amount (an a “Originator Seller Adjustment”) equal to the sum of (A) the aggregate Originator Seller 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 CFC CMF Noncomplying Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The CFC CMF Receivables that gave rise to any CFC CMF Noncomplying Asset Adjustment shall remain the property of ARSC. From and after the day on which any Cartus CMSC Noncomplying Asset Adjustment or CFC CMF Noncomplying Asset Adjustment is made, any collections received by ARSC that are identified as proceeds of the Receivables that gave rise to such Cartus CMSC Noncomplying Asset Adjustment or CFC CMF Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Seller. (d) The Seller shall pay to ARSC in cash, on the date of receipt by the Seller, any payment in respect of Originator Adjustments relating to the ARSC Purchased Assets made by CMSC to the Seller pursuant to the Purchase Agreement. The Seller shall instruct CMSC to deposit all payments in respect of such Originator Adjustments directly in the Collection Account.

Seller Adjustments; Originator Adjustments. (a) With respect to any CFC CMF Receivable created by the Seller, if on any day ARSC (or ARSC’s 's assignee), the Servicer or the Seller determines that (i) any CFC CMF Receivable that (A) was not identified by or on behalf of the Seller in the Daily Seller Report as other than an Eligible Receivable on the Business Day such CFC CMF Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, 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 CFC CMF Receivable or the related CFC CMF Related Asset (each such CFC CMF Receivable described in clause (i) or clause (ii), a “CFC Noncomplying Asset”"CMF NONCOMPLYING ASSET"), then the Seller shall pay the aggregate Unpaid Balance of such CFC CMF Receivables (such payment, the “CFC Noncomplying Asset Adjustment”"CMF NONCOMPLYING ASSET ADJUSTMENT") to ARSC in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any CFC CMF Receivable (i) is reduced as a result of any cash discount or any adjustment by the Seller, (ii) is subject to reduction on account of any offsetting account payable of the Seller 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 Seller (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 Seller to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), a “Seller Dilution Adjustment”"SELLER DILUTION ADJUSTMENT"), then the Seller shall pay such Seller Dilution Adjustment to ARSC in accordance with Section 4.3(c). (c) Within seven On each Business Days after the end of each Monthly PeriodDay, the Seller shall pay to ARSC, ARSC in cash in accordance with Section 4.4 and as provided in Section 4.14.4, an amount (an “Originator Adjustment”a "SELLER ADJUSTMENT") equal to the sum SUM of (A) the aggregate Originator Seller 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 CFC CMF Noncomplying Asset AdjustmentsAdjustment, if any, owing on account of for each day during such Monthly Periodfrom and including the immediately preceding Business Day. The CFC CMF Receivables that gave rise to any CFC CMF Noncomplying Asset Adjustment shall remain the property of ARSC. From and after the day on which any Cartus CMSC Noncomplying Asset Adjustment or CFC CMF Noncomplying Asset Adjustment is made, any collections received by ARSC that are identified as proceeds of the Receivables that gave rise to such Cartus CMSC Noncomplying Asset Adjustment or CFC CMF Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Seller. (d) The Seller shall pay to ARSC in cash, on the date of receipt by the Seller, any payment in respect of Originator Adjustments relating to the ARSC Purchased Assets made by CMSC to the Seller pursuant to the Purchase Agreement. The Seller shall instruct CMSC to deposit all payments in respect of such Originator Adjustments directly in the Collection Account.

Seller Adjustments; Originator Adjustments. (a) With respect to any CFC Receivable created by the Seller, if on any day ARSC (or ARSC’s assignee), the Servicer or the Seller determines that (i) any CFC Receivable that (A) was not identified by or on behalf of the Seller in the Daily Seller Report as other than an Eligible Receivable on the Business Day such CFC Receivable was sold hereunder or (B) was otherwise treated as or represented to be an Eligible Receivable in any Receivables Activity Report, 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 CFC Receivable or the related CFC Related Asset (each such CFC Receivable described in clause (i) or clause (ii), a “CFC Noncomplying Asset”), then the Seller shall pay the aggregate Unpaid Balance of such CFC Receivables (such payment, the “CFC Noncomplying Asset Adjustment”) to ARSC in accordance with Section 4.3(c). (b) If on any day the Unpaid Balance of any CFC Receivable (i) is reduced as a result of any cash discount or any adjustment by the Seller, (ii) is subject to reduction on account of any offsetting account payable of the Seller 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 Seller (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 Seller to pay to the related Obligor any rebate or refund (each of the reductions and cancellations described above in clauses (i) through (iii), a “Seller Dilution Adjustment”), then the Seller shall pay such Seller Dilution Adjustment to ARSC in accordance with Section 4.3(c). (c) Within seven Business Days after the end of each Monthly Period, the Seller shall pay to ARSC, 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 CFC Noncomplying Asset Adjustments, if any, owing on account of each day during such Monthly Period. The CFC Receivables that gave rise to any CFC Noncomplying Asset Adjustment shall remain the property of ARSC. From and after the day on which any Cartus Noncomplying Asset Adjustment or CFC Noncomplying Asset Adjustment is made, any collections received by ARSC that are identified as proceeds of the Receivables that gave rise to such Cartus Noncomplying Asset Adjustment or CFC Noncomplying Asset Adjustment and any Related Property with respect to such Receivable shall be promptly returned to the Seller. (d) The Seller shall pay to ARSC in cash, on the date of receipt by the Seller, any payment in respect of Originator Adjustments relating to the ARSC Purchased Assets made by Cartus to the Seller pursuant to the Purchase Agreement. The Seller shall instruct Cartus to deposit all payments in respect of such Originator Adjustments directly in the Collection Account.