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 5.9, 5.19, 5.22 or 5.23 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 5.9, 5.19, 5.22 or 5.23 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 (or, if such Receivable fails to meet the requirement of Section 5.22 because it is subject to a dispute, counterclaim or hold back defense, adverse claim, litigation or right of set-off or offset or netting arrangement, then the Purchase Price for such Receivable shall be reduced only to the extent described in clause (f) of the definition of “Eligible Receivables”) 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, as applicable, of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.95.10, 5.19, 5.22 or 5.23 5.14 and 5.16 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 5.95.10, 5.19, 5.22 or 5.23 5.14 and 5.16 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of any Contributed Receivable, the Outstanding Balance thereof (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable (or, if such Receivable fails to meet the requirement of Section 5.22 because it is subject to a dispute, counterclaim or hold back defense, adverse claim, litigation or right of set-off or offset or netting arrangement, then the Purchase Price for such Receivable shall be reduced only to the extent described in clause (f) of the definition of “Eligible Receivables”) 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 5.95.10, 5.19, 5.22 or 5.23 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 5.95.10, 5.19, 5.22 or 5.23 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 (or, if such Receivable fails to meet the requirement of Section 5.22 because it is subject to a dispute, counterclaim or hold back defense, adverse claim, litigation or right of set-off or offset or netting arrangement, then the Purchase Price for such Receivable shall be reduced only to the extent described in clause (f) of the definition of “Eligible Receivables”) and shall be accounted to such Originator as provided in clause (c) below; provided, 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.. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is reduced or adjusted as a result of any defective, rejected, returned goods or services, or any discount or other adjustment made by any Originator, the Company or the Servicer or any setoff or dispute between any Originator or

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.95.10, 5.19, 5.22 or 5.23 5.14 and 5.16 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, on any subsequent day, any of such representations or warranties set forth in Sections 5.95.10, 5.19, 5.22 or 5.23 5.14 and 5.16 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of any Contributed Receivable, the Outstanding Balance thereof (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable (or, if such Receivable fails to meet the requirement of Section 5.22 because it is subject to a dispute, counterclaim or hold back defense, adverse claim, litigation or right of set-off or offset or netting arrangement, then the Purchase Price for such Receivable shall be reduced only to the extent described in clause (f) of the definition of “Eligible Receivables”) and shall be accounted to such the 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 the Originator.