Special Settlement Procedures; Reduction of Purchaser's Investment, Etc. (a) Deemed Collections. If on any day (i) the Unpaid Balance of any Pool Receivable is (A) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any credit, pricing adjustment or other adjustment by Seller or any Affiliate of Seller (other than any adjustment permitted by Section 8.02(c)(i)), (B) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or as a result of any dispute, or (C) reduced on account of the obligation of Seller or any other Person to pay to the related Obligor any rebate or refund, or to rework any product or service related to such Receivable; or (ii) any of the representations or warranties of Seller set forth in Section 6.01(i) or (m) is no longer true with respect to a Pool Receivable, then, on such day, Seller shall be deemed to have received a Collection of such Pool Receivable (I) in the case of clause (i) above, in the amount of such reduction or cancellation; and (II) in the case of clause (ii) above, in the amount of the Unpaid Balance of such Pool Receivable. (b) Unreinvested Collections. Collections that may not be reinvested by means of Reinvestments in an Undivided Interest on account of the application of the Required Allocations Limit or the Purchase Limit pursuant to Section 2.01 shall be so reinvested as soon as it is possible to do so without violating such Required Allocations Limit or Purchase Limit, as the case may be. To the extent and so long as such Collections may not be so reinvested, Servicer shall hold such Collections in trust for the benefit of Purchaser (and, if requested by the Administrative Agent or if a Termination Event has occurred and is continuing, shall deposit in a separate interest-bearing deposit account containing only such Collections and earnings thereon and no other funds; it being understood that any interest earned on such funds shall be for the account of Seller and shall be paid to Seller on the Settlement Date next succeeding the date on which such interest is credited to such account, so long as no Termination Event has occurred and is continuing), for payment to the Administrative Agent on the next following Settlement Date, and the Purchaser's Investment of such Undivided Interest shall be deemed reduced in the amount to be paid to the Administrative Agent only when in fact finally so paid.
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Special Settlement Procedures; Reduction of Purchaser's Investment, Etc. (a) Deemed Collections. If on any day
(i) the Unpaid Balance of any Pool Receivable is
(A) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any credit, pricing adjustment or other adjustment by Seller or any Affiliate of Seller (other than any adjustment permitted by Section 8.02(c)(i)),
(B) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or as a result of any dispute, or
(C) reduced on account of the obligation of Seller or any other Person to pay to the related Obligor any rebate or refund, or to rework any product or service related to such Receivable; or
(ii) any of the representations or warranties of Seller set forth in Section 6.01(i) or (m) is no longer true with respect to a Pool Receivable, ; or
(iii) Seller receives a payment of a Deemed Collection pursuant to any Second Tier Sale Agreement; then, on such day, Seller shall be deemed to have received a Collection of such Pool Receivable;
(I) in the case of clause (i) above, in the amount of such reduction or cancellation; and;
(II) in the case of clause (ii) above, in the amount of the Unpaid Balance of such Pool Receivable; and
(III) in the case of clause (iii) above, in the amount of such Deemed Collection.
(b) Unreinvested Collections. Collections that may not be reinvested by means of Reinvestments in an the Undivided Interest on account of the application of the Required Allocations Allocation Limit or the Purchase Limit pursuant to Section 2.01 shall be so reinvested as soon as it is possible to do so without violating such Required Allocations Allocation Limit or Purchase Limit, as the case may be. To the extent and so long as such Collections may not be so reinvested, subject to Section 1.01, Servicer shall hold such Collections in trust for the benefit of Purchaser Purchasers (and, if requested by the Administrative Agent or the Required Purchasers or if a Termination Event has occurred and is continuing, shall deposit such Collections in a separate interest-bearing deposit account containing only such Collections and earnings thereon and no other funds; it being understood that any interest earned on such funds shall be for the account of Seller and shall be paid to Seller on the Settlement Date next succeeding the date on which such interest is credited to such account, so long as no Termination Event has occurred and is continuing), for payment to the Administrative Agent on the next following Settlement Date, and the Purchaser's Total Purchasers' Investment of such Undivided Interest shall be deemed reduced in the amount to be paid to the Administrative Agent only when in fact finally so paidpaid in accordance with Section 3.05(a).
Appears in 1 contract
Special Settlement Procedures; Reduction of Purchaser's Investment, Etc. (a) Deemed Collections. If on any day
(i) the Unpaid Balance of any Pool Receivable is
(A) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any credit, pricing adjustment or other adjustment by Seller or any Affiliate of Seller (other than any adjustment permitted by Section 8.02(c)(i)),
(B) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or as a result of any dispute, or
(C) reduced on account of the obligation of Seller or any other Person to pay to the related Obligor any rebate or refund, or to rework any product or service related to such Receivable; or
(ii) any of the representations or warranties of Seller set forth in Section 6.01(i) or (m) is no longer true with respect to a Pool Receivable, ; or
(iii) Seller receives a payment of a Deemed Collection pursuant to any Second Tier Sale Agreement; then, on such day, Seller shall be deemed to have received a Collection of such Pool Receivable;
(I) in the case of clause (i) above, in the amount of such reduction or cancellation; and;
(II) in the case of clause (ii) above, in the amount of the Unpaid Balance of such Pool Receivable; and
(III) in the case of clause (iii) above, in the amount of such Deemed Collection.
(b) Unreinvested Collections. Collections that may not be reinvested by means of Reinvestments in an Undivided Interest on account of the application of the Required Allocations Limit or the Purchase Limit pursuant to Section 2.01 shall be so reinvested as soon as it is possible to do so without violating such Required Allocations Limit or Purchase Limit, as the case may be. To the extent and so long as such Collections may not be so reinvested, subject to Section 1.01, Servicer shall hold such Collections in trust for the benefit of Purchaser (and, if requested by the Administrative Agent or if a Termination Event has occurred and is continuing, shall deposit in a separate interest-bearing deposit account containing only such Collections and earnings thereon and no other funds; it being understood that any interest earned on such funds shall be for the account of Seller and shall be paid to Seller on the Settlement Date next succeeding the date on which such interest is credited to such account, so long as no Termination Event has occurred and is continuing), for payment to the Administrative Agent on the next following Settlement Date, and the Purchaser's Investment of such Undivided Interest shall be deemed reduced in the amount to be paid to the Administrative Agent only when in fact finally so paid.
Appears in 1 contract
Special Settlement Procedures; Reduction of Purchaser's Investment, Etc. (a) Deemed Collections. If on any day
(i) the Unpaid Balance of any Pool Receivable is
(A) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any credit, pricing adjustment or other adjustment by Seller or any Affiliate of Seller (other than any adjustment permitted by Section 8.02(c)(i)),
(B) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or as a result of any dispute, or
(C) reduced on account of the obligation of Seller or any other Person to pay to the related Obligor any rebate or refund, or to rework any product or service related to such Receivable; or
(ii) any of the representations or warranties of Seller set forth in Section 6.01(i) or (m) is no longer true with respect to a Pool Receivable, ; or
(iii) Seller receives a payment of a Deemed Collection pursuant to any Second Tier Sale Agreement or the Intermediate Sale Agreement; then, on such day, Seller shall be deemed to have received a Collection of such Pool Receivable;
(I) in the case of clause (i) above, in the amount of such reduction or cancellation; and;
(II) in the case of clause (ii) above, in the amount of the Unpaid Balance of such Pool Receivable; and
(III) in the case of clause (iii) above, in the amount of such Deemed Collection.
(b) Unreinvested Collections. Collections that may not be reinvested by means of Reinvestments in an the Undivided Interest on account of the application of the Required Allocations Allocation Limit or the Purchase Limit pursuant to Section 2.01 shall be so reinvested as soon as it is possible to do so without violating such Required Allocations Allocation Limit or Purchase Limit, as the case may be. To the extent and so long as such Collections may not be so reinvested, subject to Section 1.01, Servicer shall hold such Collections in trust for the benefit of Purchaser Purchasers (and, if requested by the Administrative Agent or the Required Purchasers or if a Termination Event has occurred and is continuing, shall deposit such Collections in a separate interest-bearing deposit account containing only such Collections and earnings thereon and no other funds; it being understood that any interest earned on such funds shall be for the account of Seller and shall be paid to Seller on the Settlement Date next succeeding the date on which such interest is credited to such account, so long as no Termination Event has occurred and is continuing), for payment to the Administrative Agent on the next following Settlement Date, and the Purchaser's Total Purchasers' Investment of such Undivided Interest shall be deemed reduced in the amount to be paid to the Administrative Agent only when in fact finally so paidpaid in accordance with Section 3.05(a).
(c) Seller's Reduction of Purchaser's Investment. If at any time Seller shall wish to cause the reduction of the Total Pxxxxxxxxx' Investment (but not to commence the liquidation, or reduction to zero, of the Undivided Interest), Seller may do so as follows:
(i) Seller shall give all Purchasers at least five (5) Business Days' prior written notice thereof (including the amount of such proposed reduction and the proposed date on which such reduction will commence, which date shall be a Business Day),
(ii) on the proposed date of commencement of such reduction and on each day thereafter, Servicer shall refrain from reinvesting Remaining Collections until the amount thereof not so reinvested shall equal the desired amount of reduction, and
(iii) Servicer shall hold such Collections for the benefit of the Purchasers, for payment to the Administrative Agent on the next following Settlement Date, and the Total Purchasers' Investment shall be deemed reduced in the amount to be paid to the Administrative Agent only when in fact finally so paid in accordance with Section 3.05(a); provided that,
(A) the amount of any such reduction shall be not less than $1,000,000 and shall be an integral multiple of $100,000, and the Total Purchasers' Investment after giving effect to such reduction shall be not less than $5,000,000 (unless the Total Purchasers' Investment shall thereby be reduced to zero) and shall be in an integral multiple of $100,000,
(B) if Seller shall commence any voluntary reduction in a Settlement Period containing all or a portion of any Run Off Period, Collections not so reinvested shall be treated as if collected on the next following Run Off Day,
(C) Seller shall use reasonable efforts to attempt to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Settlement Period, and
(D) any reduction of the Total Purchasers' Investment shall be applied pro rata to the Purchaser's Investment of each Purchaser on the basis of its Funded Percentage.
(d) Allocations of Obligor's Payments. Except as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to Pool Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable; provided, however, that, if payment is designated by such Obligor for application to specific Pool Receivables, it shall be applied to such specified Pool Receivables.
Appears in 1 contract
