Common use of SETTLEMENT AS TO SPECIFIC RECEIVABLES Clause in Contracts

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables that arose during the same Collection Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; 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 Collection Period, any amount owed by which the Purchase Price payable to such Seller

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer a Responsible Officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller, Seller (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable is no longer true with respect to a such Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables that arose during the same Collection Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the related Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant Settlement Date; 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 and the outstanding principal amount owed to such Seller during under its Initial Seller Note has been reduced to zero (or the principal amount of such Collection PeriodInitial Seller Note is not large enough to be reduced by the amount of such net reduction), any or (ii) if the Company, absent a payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement, then, such Seller shall pay to the Company the remaining amount owed by which of the Purchase Price payable Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or payment, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. 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 SPECIFIC RECEIVABLES. If Subject to SECTION 7.2(a) hereof, if an officer of any Seller Originator obtains knowledge or receives notice from the Company Initial Purchaser or the Administrative Agent Administrator that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) Originator any of the representations or warranties set forth in Section 5.1(k) SECTION 5.11 was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) as a result of any action or inaction of such Originator, on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Receivable SECTION 5.11 is no longer true with respect to a Receivable (each such Receivable, an "Ineligible Receivable"), then such Originator forthwith shall reduce the Purchase Price with respect to Receivables that arose during the same Collection Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement DateReceivable; 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 Collection Settlement Period, any amount owed by which the Purchase Price payable to such SellerOriginator would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Originator, unless the 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 such Originator shall make a cash payment) a reduction in the principal amount of the Initial Purchaser Note of such Originator (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Originator to the Initial Purchaser by deposit of immediately available funds in an account designated by the Initial Purchaser; PROVIDED, FURTHER, that if the Initial Purchaser thereafter receives payment on account of Collections due with respect to such Receivable, the Initial Purchaser promptly shall deliver such funds to such Originator.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Sellertransferred to the Seller pursuant to the Sale Agreement, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was were not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "Ineligible ReceivableINELIGIBLE RECEIVABLE"), then the Purchase Price with respect to Receivables that arose during the same Collection Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; 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 reductionUnpaid Balances) from such Seller during such Collection Settlement Period, any amount owed by which the Purchase Price payable to Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of Seller, unless the Company will, absent such payment in cash, be unable to meet its obligations under the Credit and Security Agreement on the next occurring Settlement Date, in which case Seller shall make a cash payment on or before such Settlement Date) a reduction in the principal amount of the Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by Seller to the Company by payment of same day funds; PROVIDED, FURTHER, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date, the Company promptly shall deliver such funds to Seller. The enforcement of the obligations of Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed conveyed to the Company hereunder was created or originated by such Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k5.1(l) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k5.1(l) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "Ineligible INELIGIBLE Receivable"), then the Purchase Price with respect to Receivables of such Seller that arose during the same Collection Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; 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 Collection 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 the related 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; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of the Sellers set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables that arose during the same Collection Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; 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 Collection 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 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; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of the Sellers set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed conveyed to the Company hereunder was created or originated by such Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date or any Seller Addition Date, on the Initial Closing Date or such Seller Addition Date, as the case may be) any of the representations or warranties set forth in Section 5.1(k5.1(l) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k5.1(l) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables of such Seller that arose during the same Collection Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; 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 Collection 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 the related 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; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of the Sellers set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k5.1(l) was were not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k5.1(l) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "Ineligible ReceivableINELIGIBLE RECEIVABLE"), then the Purchase Price with respect to Receivables that arose during the same Collection Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; 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 reductionUnpaid Balances) from such Seller during such Collection Settlement Period, any amount owed by which the Purchase Price payable to Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of Seller, unless the Company will, absent such payment in cash, be unable to meet its obligations under the Purchase and Sale Agreement on the next occurring Settlement Date, in which case Seller shall make a cash payment on or before such Settlement Date) an increase in the principal amount of the Excess Funds Note or by payment within two Business Days after the related Reporting Date in cash by Seller to the Company by payment of same day funds; PROVIDED, FURTHER, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date, the Company promptly shall deliver such funds to Seller. The enforcement of the obligations of Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If Subject to Section 7.2(a) hereof, if an officer of any Seller Originator obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created created, acquired or originated by such Seller, Originator (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable generated by such Originator is no longer true with respect to a Transferred Receivable (each such Receivable, an "Ineligible Receivable"), then such Originator as soon as practicable, but in any event on or before the next Reporting Date, shall offset against the Purchase Price with respect to Designated Receivables generated by such Originator that arose during the same Collection Period month in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Month End Date; provided, however, that if there have been no purchases of Designated Receivables from such Originator (or insufficiently large purchases of Designated 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 Collection Periodmonth, any amount owed by which the Purchase Price payable to such SellerOriginator would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of such Originator, unless the Company will, absent such payment in cash, be unable to meet its obligations under the Receivables Purchase Agreement (including its obligations to maintain reserves for Estimated Taxes) on the next occurring Settlement Date or other date on which a payment is due pursuant to the Receivables Purchase Agreement, in which case such Originator shall make a cash payment on or before such Settlement Date or other date) a reduction in the principal amount of the Initial Purchaser Note of such Originator (or, in the case of TNLP, of Terra Capital) (but not below zero) or by payment within five Business Days after the related Reporting Date in cash by such Originator to the Company by payment of same day funds; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date or other date, as the case may be, the Company promptly shall deliver such funds to such Originator. The enforcement of the obligations set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables.