Common use of Settlement as to Dilution Clause in Contracts

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed by the related Seller, a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect xxxxxxxx or other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The Purchase Price to be paid to such Seller for the Receivables generated by it during the Settlement Period for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; provided, however, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Seller, unless the Company will absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, such Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company by payment of same day funds.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed generated by the related SellerOriginators, a calculation of the aggregate net reduction in the aggregate Unpaid Balance unpaid amount of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, or any incorrect xxxxxxxx or billings, other adjustments, or setoffs in respect of any claims by the Obligor(sxxx Xxxxgor(s) thereof against any Originator or any of its Affiliates (other than Catalog Seller) (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Periodmonth. The Subject to Section 8.2(a) hereof, the Purchase Price to be paid to such Parent Originator by Catalog Seller for the Receivables generated by it during on the Settlement Period for day on which such Purchase Report is delivered shall be decreased by the amount of such net reduction; provided, however, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from Parent Originator on such Seller during such Settlement Periodday, any amount owed by which the Purchase Price payable to such Seller Parent Originator would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Seller, unless the Company will absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, such Seller shall make a cash payment on or before such prior to the following Settlement Date) a reduction in the principal amount of its Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by immediately available funds deposited in such account as Catalog Seller may specify in writing to the Company by payment of same day fundsParent Originator from time to time.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed contributed or sold by a Seller (including the related SellerInitial Contributed Receivables), a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect xxxxxxxx or billxxxx xx other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The aggregate amount of such reduction shall be applied to reduce the Purchase Price payable with respect to be paid Receivables sold on the related Settlement Date by such Seller or to reduce the outstanding principal amount owed to such Seller for under its Initial Seller Note effective as of the Receivables generated by it during the relevant Settlement Period for which such Purchase Report is delivered shall be decreased by the amount of such net reductionDate; provided, however, that if (i) there have been are no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to so reduce be reduced by the amount of such net reduction) from such Seller during such Settlement Period, any and the outstanding principal amount owed by which the Purchase Price payable to such Seller would have under its Initial Seller Note has been reduced pursuant to zero (or the immediately preceding clause of this sentence shall be paid by either (at the option principal amount of such SellerInitial Seller Note is not large enough to be reduced by the amount of such net reduction), unless or (ii) if the Company will Company, absent a payment of such payment net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement DateAgreement, in which case, then such Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller pay to the Company by payment the remaining amount of same day such aggregate reduction that has not been so applied, in immediately available funds, not later than the relevant Settlement Date. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

Settlement as to Dilution. Each With respect to each Seller, each Purchase Report shall include, in respect of the Receivables previously conveyed contributed or sold by each Seller (including the related SellerInitial Contributed Receivables), a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect xxxxxxxx or other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The Purchase Price to be paid to such each Seller for the Receivables generated by it during the Settlement Period for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; provided, however, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Seller, unless the Company will will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, case such Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its Seller the related Subordinated Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company by payment of same day funds.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed contributed or sold by Seller (including the related SellerInitial Contributed Receivables), a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect xxxxxxxx or other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The Purchase Price to be paid to such Seller for the Receivables generated by it during the Settlement Period for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; providedPROVIDED, howeverHOWEVER, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Seller, unless the Company will will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Credit and Security Agreement on the next occurring Settlement Date, in which case, such case Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its the Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company by payment of same day funds.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed contributed or sold by the related SellerSeller (including the Initial Contributed Receivables), a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect xxxxxxxx or billxxxx xx other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any such Seller in connection with any account receivable owed by any such Seller to an Obligor), or any rebate or refund during the most recent Settlement Collection Period. The Purchase Price to be paid to such Seller for the Receivables generated by it during the Settlement Collection Period for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; provided, however, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller during such Settlement Collection Period, any amount owed by which the Purchase Price payable to such Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Seller, unless the Company will will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, case such Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its the related Initial Seller Note (but not below zerozero and upon payment in full of such Initial Seller Note then as a dividend on the preferred stock in the Company held by such Seller or as a redemption of the preferred stock of the Company held by such Seller) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company by payment of same day funds.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed by contributed or sold to the related SellerCompany (including the Initial Contributed Receivables), a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, defective or rejected or returned merchandise products or services, returns of unclaimed products, any cash discount, any incorrect xxxxxxxx or other allowances, credits, billing errors, write-offs, discounts, sales return adjustments, credit memos and adjustments by, or setoffs in respect of any claims by the Obligor(s) thereof against, any Originator or any of its Affiliates, other than the Company (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Periodmonth. The Subject to Section 7.2(a) hereof, the Purchase Price to be paid to such Seller each Originator for the Designated Receivables generated by it during the Settlement Period month for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; provided, however, that if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables from such Originator to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller during such Settlement Periodmonth, any amount owed by which the Purchase Price payable to such Seller Originator would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such SellerOriginator, unless the Company will will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, case such Seller Originator shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its Seller the Initial Purchaser Note (but not below zero) of such Originator (or, in the case of TNLP, of Terra Capital) or by payment within two Business Days after the related Reporting Date in cash by such Seller Originator to the Company by payment of same day funds.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed sold by the related Seller, a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect xxxxxxxx or other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The Purchase Price to be paid to such Seller for the Receivables generated by it during the Settlement Period for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; providedPROVIDED, howeverHOWEVER, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Seller, unless the Company will will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase and Sale Agreement on the next occurring Settlement Date, in which case, such case Seller shall make a cash payment on or before such Settlement Date) a reduction an increase in the principal amount of its Seller the Excess Funds Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company by payment of same day funds.

Settlement as to Dilution. Each Purchase Report shall include, in respect of the Receivables previously conveyed generated by each Originator (including those Receivables that were contributed by Standard to the related Sellercapital of the Initial Purchaser on the Initial Closing Date), a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, discount or any incorrect xxxxxxxx or other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof against such Originator or any of its Affiliates (other than the Initial Purchaser) (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The Subject to SECTION 7.2(a) hereof, the Purchase Price to be paid to such Seller the applicable Originator for the Receivables generated by it during the Settlement Period for which such the Purchase Report referred to in the preceding sentence attributable to Receivables originated by such Originator is delivered shall be decreased by the amount of the net reduction referred to in the preceding sentence attributable to Receivables originated by such net reductionOriginator; providedPROVIDED, howeverHOWEVER, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from such Seller Originator during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller Originator would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such SellerOriginator, unless the Company will Initial Purchaser will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, case such Seller Originator shall make a cash payment on or before such Settlement Datepayment) a reduction in the principal amount of its Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company by payment of same day funds.principal

Settlement as to Dilution. Each Purchase Report (other than the Purchase Report to be delivered on the Closing Date) shall include, in respect of the Receivables previously conveyed generated by each particular Originator (including those Receivables, if any, that were transferred by such Originator to AFC prior to the related SellerClosing Date), a calculation of the aggregate net reduction in the aggregate Unpaid Outstanding Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise goods or services, any cash discount, or any incorrect xxxxxxxx or xxxxxxxx, other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof against such Originator or any of its Affiliates (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Periodmonth, as indicated on the books of AFC (or, for periods prior to the Closing Date, the books of such Originator). The Purchase Price to that otherwise would be paid to such Seller for Originator on the Receivables generated by it during the Settlement Period for Payment Date on which such Purchase Report is delivered shall be decreased by the amount of such net reduction; provided, however, that if . If there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reductionReceivables) from such Seller Originator during such Settlement Periodthe month immediately preceding any Payment Date, any amount owed by which the Purchase Price payable to such Seller an Originator would have been reduced pursuant to the immediately preceding clause of this sentence either: (i) shall be paid by either (at the option of such Seller, unless the Company will absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement on the next occurring Settlement Date, in which case, such Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of its Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller Originator to AFC, or (ii) shall be deemed to be a payment under, and shall be deducted from the principal amount outstanding under, the AFC Note issued to such Originator, to the Company by extent that such payment and reduction is permitted under Section 1(l) of same day fundsExhibit IV to the Receivables Purchase Agreement.