Common use of Settlement as to Specific Receivables and Dilution Clause in Contracts

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable the Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.9, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.19 and 5.21 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.9, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.19 and 5.21 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.125.13, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or Receivable, (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.125.13, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, or (iii) a Receivable is sold, transferred, contributed or assigned hereunder by an Originator as an Eligible Receivable on the date of sale, transfer, contribution or assignment of such Receivable but which is not an Eligible Receivable at such time, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; providedprovided that, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any on which a Receivable is purchased from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(j), 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.2(b) and 5.2(f) are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.1(j), 5.12, 5.20, 5.22, 5.23, 5.26 5.2(b) or 5.27 5.2(f) is no longer true with respect to such Receivable, then then, promptly upon notice of such inaccuracy, the Purchase Price for applicable Originator shall repurchase such Receivable shall be reduced by from the Company for an amount equal to the Outstanding Balance of thereof (such amount, the “Repurchase Price”). Any Repurchase Price with respect to such a Receivable and shall be accounted to such Originator as provided paid in accordance with clause (c) below; providedbelow and, in the event that if the Buyer Servicer or the Company thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer Company promptly shall deliver such funds payments to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(k), 5.12(1), 5.20(m), 5.22(z), 5.23, 5.26 (bb) or 5.27 (cc) are not true with respect to such Receivable or (ii) as a result of any action or (other than with respect to Section 5.1(bb)) inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.1(k), 5.12(m), 5.20, 5.22, 5.23, 5.26 (z) or 5.27 (bb) is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable zero and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23, 5.25 or 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23, 5.25 or 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; providedprovided that, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) on any subsequent day, as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding bankruptcy, insolvency, financial inability to pay or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.15, 5.125.30, 5.205.31, 5.225.34, 5.23, 5.26 5.35 or 5.27 5.36 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.15, 5.125.30, 5.205.31, 5.225.34, 5.23, 5.26 5.35 or 5.27 5.36 is no longer true with respect to such Receivable, then such Originator shall reimburse the Purchase Price Buyer for such Receivable shall be reduced by in an amount equal to the Outstanding Balance of such Receivable and Receivable, which reimbursement shall be accounted to such Originator the Buyer as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.205.13, 5.225.21, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.205.13, 5.225.21, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; providedprovided that, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.5 [Valid Sale], 5.125.12 [Eligible Receivables] , 5.205.20 [No Fraudulent Conveyance], 5.225.22 [Perfection Representations], 5.235.23 [Additional Perfection Representations], 5.26 [Enforceability of Contracts] or 5.27 [Nature of Pool Receivables] are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, provided that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase or contribution of any Receivable from an Originator the Transferor hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such the Transferor or any Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable the Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Transferor as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originatorthe Transferor.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase contribution of any Receivable from by an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price Contribution Amount for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of such Receivable, pursuant to Section 4.01 of the Buyer Receivables Financing Agreement, the Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.125.16, 5.20, 5.225.29, 5.235.30, 5.26 5.33, 5.34 or 5.27 5.35 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.125.16, 5.20, 5.225.29, 5.235.30, 5.26 5.33, 5.34 or 5.27 5.35 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Buyer as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.20 or 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.20 or 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) on any subsequent day, as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding bankruptcy, insolvency, financial inability to pay or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23, 5.26 or 5.27 5.23 and 5.24 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23, 5.26 or 5.27 5.23 and 5.24 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for Price, with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.9, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.19 and 5.21 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.9, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.19 and 5.21 is no longer true with respect to such Receivable, then the Purchase Price for Price, with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.9 or 5.27 5.19 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.9 or 5.27 5.19 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an a Sub-Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such any Sub-Sub-Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Sub-Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Sub-Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23, 5.26 or 5.27 5.23 and 5.24 are not true with respect to such Receivable Receivable, or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect or delay in collecting any portion of such Receivable due to the filing of or a discharge in a bankruptcy or similar insolvency proceeding proceeding, financial inability or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23, 5.26 or 5.27 5.23 and 5.24 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver or credit such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or, in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the “Contributed Value”)) with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.. 9205569 09039541

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such the Originator or any Sub-Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable Buyer shall be reduced by entitled to a credit against such Originator in an amount equal to the then Outstanding Balance of such Receivable and Receivable, which shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver such funds to such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 5.14 and 5.20 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 5.14 or 5.27 5.20 is no longer not true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.