Common use of Deemed Collections Clause in Contracts

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any Originator in connection with any account receivable owed by any such Originator to such Obligor), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included with respect to such Pool Receivable in calculating the Net Pool Balance for purposes of any Monthly Report Information Package or Interim Information Package, as the case may be (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section Sections 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this Section 3.2(a) are herein referred to as “Deemed Collections.”

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Pool Receivable is: (A) reduced or cancelled as a result of any rejected services, any cash discount Dilution or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, orotherwise; (iiB) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Portfolio Balance for purposes of any Monthly Report Information Package (for any reason other than such Pool Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Pool Receivable), ; or (bC) otherwise extended, amended or otherwise modified, or any term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 8.2(b)); (ii) any of the representations or warranties of the Borrower Seller set forth in (A) Section 6.1(j6.1 were untrue when made or (B) Sections 6.1(d), (l) or (pk) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is are no longer true with respect to any Receivable, Pool Receivable as determined by Administrative Agent or any Purchaser Agent; then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable and Seller shall pay to the Purchaser Agents on the next Settlement Date (or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with the terms of this Agreement, within two (2) Business Days from the event giving rise to such Deemed Collection) for application as provided in this Agreement an amount equal to to: (A1) in the case of clauses (i)(A) or (B) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Pool Receivable in calculating the Net Portfolio Balance or, with respect to clause (i)(C) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Pool Receivable in the sole determination of Administrative Agent, as applicable; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such Receivable in the case of the preceding clause (b)representations or warranties were or are untrue. Collections deemed received by Seller under this Section 3.2(a) are herein referred to as “Deemed Collections”.

Deemed Collections. If as of the last day of on any Settlement Periodday: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net Unpaid Balance of any positive adjustments) has been Receivable is reduced for any of the following reasons: (i) as a result of any defective or rejected goods or services, any cash discount or any other adjustment by the applicable Originator any Loan Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iib) the Unpaid Balance of any Receivable is reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiic) the Unpaid Balance of any Receivable is reduced on account of the obligation of the applicable Originator any Loan Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivd) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (be) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was were not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(k) is are no longer true with respect to any Receivable, or any Receivable is repurchased by the Seller pursuant to the Purchase and Sale Agreement, then, in on such eventday, the Borrower shall be deemed to have received a Collection of such Receivable (1) in an amount equal to the case of clauses (Aa)-(d) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (2) in the case of the preceding clauses clause (a)(i)e) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b)Receivable.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by the Originator is: (A) reduced or adjusted as a result of any rejected defective, rejected, returned, repossessed or foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or any other adjustment made by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)Originator, or as a result of any surcharge setoff, counterclaim or other governmental or regulatory action, or (ii) as a result of any setoff or breach of dispute between the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay of the Originator, and an Obligor, in each case other than with respect to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance credit-worthiness of any Receivable is related Obligor, (B) less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (C) extended, amended or otherwise modified or waived or any payment term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 9.02(a) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower Originator set forth in Section 6.1(j4.2(a), (lc), (k) or (pq) was not true were untrue when made with respect to any Receivable, Receivable originated by the Originator or as a result of any action or inaction of the representations or warranties Originator (other than solely as a result of the Borrower set forth failure to collect such Receivable due to a discharge in Section 6.1(lbankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) is are no longer true with respect to any ReceivableReceivable originated by the Originator, in each case, as determined by the Administrative Agent and notified to the Originator; then, in on such eventday, the Borrower Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) or (B) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Pool Balance or, in the case of clause (i)(C) above, in the preceding clauses amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer or the Administrative Agent, as its assignee; or (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B2) in the full case of clause (ii) above, in the amount of the entire Unpaid Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such representations or warranties of the Originator were or became untrue. Collections deemed received by the Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Not later than the second Business Day after the Originator is deemed to have received a Deemed Collection, it shall transfer to a Lock-Box Account immediately available funds in the amount of such Deemed Collections. (c) If a Deemed Collection payment is made with respect to a Receivable in the amount of the Unpaid Net Balance of thereof (as determined immediately prior to the applicable event), and the credit for such reduction has been applied pursuant to Section 3.2(b), Buyer shall automatically be deemed to have reconveyed such Receivable in to the case Originator, without representation or warranty, but free and clear of the preceding clause (b)all liens, security interests, charges, and encumbrances created by Buyer.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:day (i) the Unpaid Balance of any Pool Receivable is (A) reduced or cancelled as a result of any defective, rejected or returned goods or services, any cash discount discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof of any thereof, or (regardless of whether the same is treated by such Originator B) reduced or Affiliate as a write-off), or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against any Seller Party or any Affiliate of any thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator or any Affiliate thereof Seller Party to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (lSECTION 6.02(D) or (pJ) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(lSECTION 6.02(D) is are no longer true with respect to any Pool Receivable, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable (I) in an amount equal to the case of CLAUSE (AI) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of the preceding clauses CLAUSE (a)(i)II) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b)Pool Receivable. Collections deemed received by Seller under this SECTION 3.02(A) are herein referred to as "DEEMED COLLECTIONS".

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or any other adjustment by the applicable any Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of the applicable any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report or Collateral Certificate (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (bv) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j5.1(g), (lSection 5.1(i), Section 5.1(j), Section 5.1(r), Section 5.1(s), Section 5.1(t) or (pSection 5.1(u) was were not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), as applicable; and (B) in the full case of clause (v) above, in the amount of the Unpaid Net Outstanding Balance of such Receivable and (in either case), not later than two (2) Business Days thereafter shall pay to the Administrator’s Account the amount of any such Collection deemed to have been received in the case same manner as actual cash collections are distributed under the terms of the preceding clause (b)this Agreement.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables Pool Balance as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such the Originator or such Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(i), (j), (l), (q)(ii), (r), (s) or (pt) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(i) or (j) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Outstanding Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any Originator in connection with any account receivable owed by any such Originator to such Obligor), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section SECTION 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section SECTION 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of CLAUSE (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of CLAUSE (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this SECTION 3.2(a) are herein referred to as "DEEMED COLLECTIONS."

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any Originator in connection with any account receivable owed by any such Originator to such Obligor), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included with respect to such Pool Receivable in calculating the Net Pool Balance for purposes of any Monthly Report Information Package or Interim Information Package, as the case may be (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section Sections 6.1(j), (l1) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l6.1(1) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this Section 3.2(a) are herein referred to as “Deemed Collections.”

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Pool Receivable is: (A) reduced or cancelled as a result of any defective, rejected or returned merchandise or services, any cash discount discount, or any other adjustment by Seller, Servicer, Originator, any of their respective Affiliates or otherwise (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the applicable Originator extent of any amount of any of the foregoing then included in the Contractual Dilution Estimate in effect at such time), (B) reduced or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement netting in respect of any dispute, claim or other action by the Obligor thereof against Seller, Servicer, Originator, any of their respective Affiliates or otherwise (whether such claim arises out of the same or same, a related or an unrelated transactiontransaction and other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the extent of any amount of any of the foregoing then included in the Contractual Dilution Estimate in effect at such time), or, (iiiC) reduced or cancelled on account of the obligation of the applicable Seller, Servicer, Originator or any Affiliate thereof otherwise to pay to the related Obligor Obligor, or the payment of, any rebate rebate, discount, refund or refund, orsimilar credit (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the extent of any amount of any of the foregoing then included in the Contractual Dilution Estimate in effect at such time), (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Pool Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Pool Receivable), or (bE) extended, amended or otherwise modified, or any term or condition of any related Contract is amended, modified or waived (except to the extent covered by this clause (i) or expressly permitted by Section 8.2(b)(i)); or (ii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j6.1 were untrue when made or set forth in Sections 6.1(d), (lk) or (po) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, ; then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable and Seller shall pay ratably, to the applicable Purchaser Agent, for application as provided in this Agreement an amount equal to to: (A1) in the case of clauses (i)(A) through (D) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Pool Receivable in calculating the Net Pool Balance or, with respect to clause (i)(E) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Pool Receivable in the sole determination of Agent and the Purchaser Agents, as applicable; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such Receivable in the case of the preceding clause (b)representations or warranties were or are untrue. Collections deemed received by Seller under this Section 3.2(a) are herein referred to as “Deemed Collections”.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any Originator in connection with any account receivable owed by any such Originator to such Obligor), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package or Interim Information Package, as the case may be (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this Section 3.2(a) are herein referred to as "Deemed Collections."

Deemed Collections. If as of the last day of on any Settlement Periodday: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net Outstanding Balance of any positive adjustments) has been Receivable is reduced for any of the following reasons: (i) as a result of any defective, rejected or returned goods or services, any cash discount or any other adjustment by the applicable Master Servicer, any Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory actionaction (including, without limitation, any tax, whether such tax is an income tax, sales tax or other tax, that is owed to any governmental entity by any Originator, the Performance Guarantor, the Master Servicer or any of their respective Affiliates), or (iib) the Outstanding Balance of any Receivable is reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiic) the Outstanding Balance of any Receivable is reduced on account of the obligation of the applicable Seller, the Master Servicer, any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivd) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (be) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j5.1(g), (li), (j), (r), (s), (t) or (pu) was or the second sentence of paragraph (x) of Section 5.1 were not true when made with respect to any Receivable, or or (f) any of Receivable is repurchased by the representations or warranties of related Originator pursuant to the Borrower set forth in Section 6.1(l) is no longer true with respect to any ReceivableReceivables Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause clauses (a), (b), (c), (d) and (f) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and in the case of clause (e) above, in the amount of the Outstanding Balance of such Receivable as of the date on which such representation or warranty was made. Any such Collection deemed to have been received shall be applied in accordance with Section 2.2 or 2.3, as applicable.

Deemed Collections. If as of the last day of any Settlement Period: (ai) the outstanding aggregate balance of the Net Receivables Pool Balance as reflected in the preceding Monthly Collateral Report (net of any positive adjustments) has been reduced for any of the following reasons: (i1) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such the Originator or such Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii2) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii3) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv4) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Collateral Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(i), (j), (l), (q)(ii), (r), (s) or (pt) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(i) or (j) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Outstanding Balance of such Receivable in the case of the preceding clause (b).. 46234227 1009038607v4

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: day, (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j5.1(h)(i) and Section 3(o)(i) of the Series 2002-A Note Purchase Agreement and the Series 2002-B Note Purchase Agreement, respectively (and any corresponding provisions of any other applicable Note Purchase Agreement), (l) is untrue or (p) was not true when made incorrect with respect to any Receivablea Receivable as of the date such representation or warranty was made and such breach continues unremedied for 30 days from the earlier to occur of the discovery of such breach or condition by the Issuer or the Servicer, or receipt by the Issuer of written notice of such breach or condition given by the Trustee, any Notice Person, the Servicer or any Seller, (ii) any of the representations or warranties of the Borrower set forth in Section 6.1(l5.1(n) and Section 3(v) of the Series 2002-A Note Purchase Agreement and the Series 2002-B Note Purchase Agreement, respectively (and any corresponding provisions of any other applicable Note Purchase Agreement), is no longer true untrue or incorrect with respect to a Receivable as of the date such representation or warranty was made or (iii) the Servicer adjusts downward the amount of any ReceivableReceivables without either receiving Collections therefor or charging such amount off as uncollectible, thenand such condition continues unremedied for five Business Days from the earlier to occur of the discovery of such condition by the Issuer or the Servicer, in or receipt by the Issuer of written notice of such eventcondition given by the Trustee, any Notice Person, the Borrower Servicer or any Seller, then in any case above, the Issuer shall be deemed to have received on such day a Collection of such Receivable in full (or, in the case of clause (iii) above, in an amount equal to such adjustment or excess, as applicable), and the Issuer shall, on such day, to the extent that (A1) the Coverage Test is not satisfied, (2) funds are not otherwise available therefor out of Collections on Receivables on such day and (3) such amounts have not otherwise already been paid by the Issuer pursuant to Article 5 of the Indenture and Article 5 of each applicable Series Supplement, pay to the Servicer an amount equal to the Outstanding Principal Balance of such reduction, cancellation or overstatementReceivable (or, in the case of the preceding clauses clause (a)(iiii) above, in an amount equal to such adjustment or excess, as applicable), (a)(ii), (a)(iii) together with accrued and (a)(iv)unpaid interest thereon, and (B) such amount shall be allocated and applied by the Servicer as a Collection allocable to each Series in the full amount accordance with Article 5 of the Unpaid Net Balance Indenture and Article 5 of such Receivable in the case of the preceding clause (b)each applicable Series Supplement.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced as a result of any defective or rejected services, any discount, dispute, refunds, netting, rebates or any adjustment or otherwise by any Oncor Party or any Affiliate thereof (other than cash discount Collections on account of the Receivables), (B) reduced as a result of converting such Receivable to an Excluded Receivable, (C) reduced as a result of applying any Deposit Balance or any other adjustment by the applicable amount on deposit with any Originator or any Affiliate thereof or (regardless of whether the same is treated by such Originator D) reduced or Affiliate as a write-off), or canceled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), ) or any netting by any Person; or (iiiii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or either (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (bA) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j), (l) or (p) was 4.2 is not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, Receivable at the time made or deemed made or (B) any Receivable included in any Monthly Report as an Eligible Receivable or in any calculation of the Borrowing Base as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion; then, in on such event, day the Borrower Originator that sold or contributed such Receivable to Buyer hereunder shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, cancellation reduction or overstatement, adjustment; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable representations or warranties of any Originator were untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Subject to clause (c) below, any Deemed Collections deemed to be received by an Originator pursuant to clause (a) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following the date of any such Deemed Collections) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the principal amount outstanding under, the Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in immediately available funds by such Originator to a Collection Account (or as otherwise directed by the Administrative Agent at such time) on such Settlement Date subject to clause (c) below; (c) At any time (x) when an Event of Default exists under the Receivables Financing Agreement, (y) when a Borrowing Base Deficit exists under the Receivables Financing Agreement or (z) when the Sale Termination Date or the Termination Date has occurred, any Originator that is deemed to receive Deemed Collections shall pay within two (2) Business Days from the date of the event giving rise to such Deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) in immediately available funds in the case amount of the preceding clause (b)such Deemed Collections.

Deemed Collections. If as of the last day of any Settlement Accrual Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance Outstanding Balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced or cancelled for any of the following reasons: (i) as a result of any rejected servicesrejected, defective or returned services or merchandise, any cash discount or any other adjustment by the Borrower, the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Borrower, the applicable Originator or any Affiliate thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the Borrower, the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(n), (lo) or (pr) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(m) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv)) or the difference between the actual Outstanding Balance and the amount included in respect of such Receivable in calculating the Net Pool Balance, as applicable, and (B) in the full amount of the Unpaid Net Outstanding Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of on any Settlement PeriodDate: (a) the outstanding aggregate balance Outstanding Balance of the Net Receivables as reflected in the preceding most recent Monthly Report (net of any positive adjustments) has been reduced or cancelled for any of the following reasons:: Second Amended and Restated Credit and Security Agreement (i) as a result of any rejected servicesrejected, defective or returned services or merchandise, any cash discount or any other adjustment by the Borrower, the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Borrower, the applicable Originator or any Affiliate thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the Borrower, the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(n), (lo) or (pr) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(m) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received during the preceding Calculation Period a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv)) or the difference between the actual Outstanding Balance and the amount included in respect of such Receivable in calculating the Net Pool Balance, as applicable, and (B) in the full amount of the Unpaid Net Outstanding Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of any Settlement Period: (a) If on any day the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net ------------------ Outstanding Balance of any positive adjustments) has been reduced for any of the following reasons: Transferor Receivable (i) is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other adjustment by the applicable Originator Originator, the Transferor or any Affiliate thereof other Person (regardless including on account of whether credits, rebates, chargebacks, inventory transfers, allowances for early payments and other allowances) or any obligation of the same Originator, the Transferor or any other Person to make such a discount or adjustment, (ii) is treated by such Originator reduced or Affiliate as a write-off), or canceled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Originator, the Transferor or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or ) or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable otherwise is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report certificate or report delivered hereunder (for any reason other than receipt of Collections on such Transferor Receivable or such Transferor Receivable becoming a Defaulted Receivable), orthen, on such day (which, in the case of any reduction, cancellation or adjustment described in clauses (i) or (ii) above shall be the day when such reduction, ----------- ---- cancellation or adjustment is registered as a Chargeback on the books of the Transferor, as determined by the Servicer in good faith and consistent with past practice), the Transferor shall be deemed to have received a Collection of such Transferor Receivable in the amount of such reduction or cancellation (net of any debit reversals to the extent that such debits were previously deemed to be Collections under this Section 5.08(a) or the difference between the actual --------------- Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable. (b) If on any day it is determined that (i) any of the representations or warranties of the Borrower Transferor set forth in Section 6.1(j9.02(a), ------- (b), (ld) or (p) was e), were not true when made with respect as to any Transferor Receivable, or (ii) --- --- --- any of the representations or warranties of the Borrower Originator set forth in Section 6.1(l------- 4.1(k), (r), (w) is or (x) of the Receivables Purchase Agreement are no longer true with respect ------ --- --- --- as to any Transferor Receivable or (iii) any Transferor Receivable fails to satisfy any requirement set forth in clause (x) or (xiii) of the definition of "Eligible Receivable", then, in on such eventday, the Borrower Transferor shall be deemed to have received a Collection of such Transferor Receivable in an the amount equal of the Outstanding Balance of such Transferor Receivable. (c) Not later than the first Business Day after the Transferor is deemed pursuant to (A) this Section 5.08 to have received any Collections, the ------------ Transferor shall transfer to the Servicer immediately available funds in the amount of such reductiondeemed Collections and the Servicer shall hold or distribute such deemed Collections as Yield, cancellation or overstatementaccrued Servicer's Fee, repayment of Aggregate Cash Investment, etc. to the same extent and at the same times as if such Collections had actually been received on the date of such delivery to the Servicer, provided that the Transferor may -------- elect not to make such transfer on any date prior to the Amortization Date which is not, and by such adjustment will not cause, a Required Coverage Non- compliance Date, in which event the case of Purchased Interest shall be deemed to be recalculated on the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid smaller Net Balance of such Receivable in the case of the preceding clause (b)Pool Balance.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:day (i) the Unpaid Balance of any Pool Receivable is (A) reduced as a result of any rejected servicesdispute or complaint, any cash discount discount, or any other adjustment by the applicable Originator Seller, APR or Servicer or any Affiliate thereof of Seller, APR or Servicer, (regardless of whether the same is treated by such Originator B) reduced or Affiliate as a write-off), or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against Seller, APR or any Affiliate of Seller, APR (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator Seller or APR or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable)Settlement Statement, or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l6.01(l) or (p) was were not true when made with respect to any Eligible Receivable that is a Pool Receivable or any Pool Receivable represented to be an Eligible Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l6.01(l) is are no longer true with respect to any Eligible Receivable that is a Pool Receivable, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection (such Collection, a "Deemed Collection") of such Pool Receivable; (I) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b)Pool Receivable.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package or Interim Information Package, as the case may be (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by the Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this Section 3.2(a) are herein referred to as “Deemed Collections”.

Deemed Collections. If as of the last day of any Settlement Period: (a) If on any day the outstanding aggregate balance Outstanding Balance of the Net Receivables as reflected in the preceding Monthly Report (net of ------------------ any positive adjustments) has been reduced for any of the following reasons: Receivable (i) is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other adjustment by the applicable Originator Seller or any Affiliate thereof other Person (regardless including on account of whether credits, rebates, chargebacks, inventory transfers, allowances for early payments and other allowances) or any obligation of the same Seller or any other Person to make such a discount or adjustment, (ii) is treated by such Originator reduced or Affiliate as a write-off), or canceled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or ) or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable otherwise is less than the amount included reported by the Seller, as servicer, in calculating any report delivered pursuant to the Net Pool Balance for purposes of any Monthly Report Purchase and Servicing Agreement (for any reason other than receipt of Collections on such Receivable or such Receivable becoming a Defaulted Receivable), orthen, on such day (which, in the case of any reduction, cancellation or adjustment described in clauses (i) or (ii) above, shall be the day when such reduction, cancellation or adjustment is registered as a chargeback on the books of the Seller in good faith and consistent with past practice), the Seller shall be deemed to have received a Collection of such Receivable in the amount of such reduction or cancellation (net of any debit reversals to the extent that such debits were previously deemed to be Collections under this Section 3.3) or the difference between the actual ----------- Outstanding Balance and the amount reported by the Seller, as applicable. (b) If on any day it is determined that (i) any of the representations or warranties of the Borrower Buyer set forth in Section 6.1(j), (l) or (p) was the Purchase and Servicing Agreement were not true when made with respect as to any Receivable, or (ii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l4.1(k), (r), (w) or (x) is no -------------- --- --- --- longer true with respect as to any Receivable or (iii) any Receivable fails to satisfy any requirement set forth in clause (x) or (xiii) of the definition of "Eligible -------------------- Receivable", then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case amount of the preceding clause Outstanding Balance of such Receivable. (b)c) Not later than the first Business Day after the Seller is deemed pursuant to this Section 3.3 to have received any Collections, the Seller shall ----------- transfer to the Buyer immediately available funds in the amount of such deemed Collections, provided that if and to the extent that the amount which is -------- required to be so transferred is equal to or less than the outstanding principal amount of the Subordinated Note on such day, and provided further that (1) no -------- ------- Termination Event shall have occurred, (2) such day is not a Required Coverage Non-Compliance Date, and (3) such day is a date on which the Buyer would not otherwise be prohibited from making payments on the Subordinated Note pursuant to Section 9.04(l) of the Purchase and Servicing Agreement, the Seller may elect not to make such transfer on such day, in which event the principal amount of the Subordinated Note shall be reduced, but not below the greater of (A) zero and (B) the aggregate face amount of the Letters of Credit then outstanding and to be issued on such day.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section SECTION 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section SECTION 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by the Originator pursuant to the Purchase Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this SECTION 3.2(a) are herein referred to as "DEEMED COLLECTIONS".

Deemed Collections. If as of on any day the last day Unpaid Balance of any Settlement PeriodReceivable is: (aA) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) as a result of any defective, rejected or returned goods or services, any cash discount discount, any incorrect or late billing, or any other adjustment by the applicable Originator any Loan Party or any Affiliate thereof (regardless of whether the same is treated by such Originator Loan Party or Affiliate thereof as a write-off), or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator any Loan Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Settlement Report (for any reason other than such Receivable becoming a Defaulted Receivable), or, (bE) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(l), (lp) or (ps) was were not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is are no longer true with respect to any Receivable, or any Receivable is repurchased by LLR LLC pursuant to the Sale Agreement (Step 2), or (F) reduced as a result of an upgrade of Related Equipment, then, in on such eventday, the Borrower shall be deemed to have received a Collection of such Receivable: (I) in an amount equal to the case of clauses (A) through (D) and (F) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of the preceding clauses clause (a)(i)E) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in Receivable. Collections deemed received by the case of the preceding clause (b)Borrower under this Section 3.3 are herein referred to as "Deemed Collections."

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any Originator in connection with any account receivable owed by any such Originator to such Obligor), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package or Interim Information Package, as the case may be (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this Section 3.2(a) are herein referred to as “Deemed Collections.”

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced as a result of any defective or rejected services, any discount, dispute, refunds, netting, rebates or any adjustment or otherwise by any Oncor Party or any Affiliate thereof (other than cash discount Collections on account of the Receivables), (B) reduced as a result of converting such Receivable to an Excluded Receivable, (C) reduced as a result of applying any Deposit Balance or any other adjustment by the applicable amount on deposit with any Originator or any Affiliate thereof or (regardless of whether the same is treated by such Originator D) reduced or Affiliate as a write-off), or canceled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), ) or any netting by any Person; or (iiiii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or either (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (bA) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j), (l) or (p) was 4.2 is not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, Receivable at the time made or deemed made or (B) any Receivable included in any Monthly Report as an Eligible Receivable or in any calculation of the Borrowing Base as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion; then, in on such event, day the Borrower Originator that sold or contributed such Receivable to Buyer hereunder shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, cancellation reduction or overstatement, adjustment; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable in the case representations or warranties of the preceding clause (b)any Originator were untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:day (i) the Unpaid Balance of any Pool Receivable is (A) reduced or cancelled as a result of any defective, rejected or returned merchandise or services, any cash discount discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or cancelled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced or cancelled on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Settlement Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), 6.1 (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementsuch difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii) above, in the amount of the Unpaid Net Balance of such Pool Receivable. Collections deemed received by the Seller under this Section 3.2(a) are herein referred to as "Deemed Collections." In the event that the Seller receives a Deemed Collection with respect to the full Unpaid Balance of a Pool Receivable, the Administrative Agent, on the Purchaser's behalf, shall be deemed to have reconveyed such Receivable in the case and Related Rights with respect thereto (after application of the preceding clause (b)Deemed Collection as provided elsewhere in this Agreement) to the Seller, without recourse, representation or warranty, but free and clear of all Liens created solely by the Administrative Agent, and such reconveyed Receivable and all Related Rights with respect thereto shall no longer be subject to the terms of this Agreement.

Deemed Collections. If as of the last day of any Settlement Period: (a) If on any day the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net Outstanding Balance of any positive adjustmentsReceivable originated by any Originator and Conveyed hereunder is: (A) has been reduced for any of the following reasons: (i) or adjusted as a result of any rejected defective, rejected, returned, repossessed or foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or any other adjustment made by the applicable any Originator or any Affiliate thereof (regardless of whether the same is treated by such any Originator, or any setoff, counterclaim or dispute between any Originator or any Affiliate as a write-offof any Originator, and an Obligor, or (B) extended, amended or otherwise modified or waived or any payment term or condition of any related Contract is amended, modified or waived (in each case of (A) or (B), or except as a result of any surcharge a Credit Event or other governmental as expressly permitted under Sections 5.02(e) and 5.03(b)-(c) hereof or regulatory action, or (iiSection 8.02(a) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transactionReceivables Purchase and Financing Agreement), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, then, in on such eventday, the Borrower such Originator shall be deemed to have received a Collection of such Receivable, in an amount equal to (A) the amount of such reduction, reduction or cancellation or overstatementor, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and clause (B) above, in the full amount of that such extension, amendment, modification or waiver reduces the Unpaid Net Outstanding Balance of such related Receivable in the case sole good faith determination of the preceding clause Administrative Agent. Collections deemed received by any Originator under this Section 3.02(a) are herein referred to as “Deemed Collections”. (b)) Any Deemed Collections shall be applied as a credit for the account of Buyer against the Purchase Price of Receivables subsequently purchased by ▇▇▇▇▇ from such Originator hereunder; provided, however, if there have been no subsequent purchases of Receivables from such Originator (or insufficiently large purchases of Receivables from such 323755067.17 Originator prior to the Monthly Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit (or such insufficiency) shall be transferred by such Originator to a Collection Account in immediately available funds in the amount of such Deemed Collections on such Monthly Settlement Date subject to the following proviso; provided, further, that at any time (i) an Event of Default or Purchase and Sale Termination Event has occurred and is continuing or (ii) on or after the Purchase and Sale Termination Date, any Deemed Collection shall be transferred by such Originator to a Collection Account in immediately available funds in the amount of such Deemed Collection immediately (and in no event more than one Business Day) following the event giving rise to such Deemed Collection.

Deemed Collections. If as of the last day of any Settlement Period: (a) If on any day the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net amount of any positive adjustments) has been reduced for any of the following reasonsReceivable is: (i) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount discount, incorrect billings, price rollbacks, freight charge discrepancies or any other adjustment ▇▇▇▇▇▇▇ent by the applicable any Transaction Party, Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (ii) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) reduced on account of the obligation of the applicable any Transaction Party, any Originator or any an Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance Amount of Eligible Accounts for purposes of any Monthly Receivables Report (for any reason other than such Receivable becoming a Defaulted ReceivableReceivable or Collections being applied to the amount that had been owing in respect of such Account), or (bv) any of the representations or warranties of the Borrower set forth in Section 6.1(jSections 7.2(c)(vi), (lvii) or and (pviii) was were not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(lSections 7.2(c)(vi), (vii) is and (viii) are no longer true with respect to any Receivable, or any Receivable is repurchased by Originator pursuant to the Receivables Purchase Agreement, then, in on such eventday, the Borrower shall be deemed to have received a Collection of such Receivable: in an amount equal to the case of clause (Ai) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual unpaid balance in respect of such Receivable and the amount included in calculation the Net Amount of Eligible Accounts, as applicable; and in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance unpaid balance of such Receivable. (b) Collections deemed received by Borrower under this Section 2.7 are herein referred to as "Deemed Collections"; provided, that, so long as no Event of Default shall exist or have occurred and be continuing, as to any Receivable for which there are Deemed Collections, to the extent that the purchase price payable by Borrower to Originator for Receivables under the Receivables Purchase Agreement has been reduced in the case respect of such Deemed Collections pursuant to Section 3.1(b)(ii) of the preceding clause (b)Receivables Purchase Agreement, such Collections shall cease to be deemed to be "Deemed Collections".

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by the Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Pool Receivable (A) in the case of clause (i) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and as applicable; and (B) in the full case of clause (ii), above, in the amount of the Unpaid Net Balance of such Receivable in Pool Receivable. Collections deemed received by the case of the preceding clause (b)Seller under this Section 3.2(a) are herein referred to as "Deemed Collections".

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or cancelled as a result of any rejected servicesDilution or otherwise, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (iiB) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Portfolio Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (C) extended, amended or otherwise modified or waived or any term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 8.2(b) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j4.2(a), (lc) or (pk) was not true were untrue when made with respect to any Receivable, Receivable originated by such Originator or any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(l4.2(a) is or (c) are no longer true with respect to any Receivable, Receivable originated by such Originator; then, in on such eventday, the Borrower such Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) through (B) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Portfolio Balance or, with respect to clause (i)(C) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer or its assignee; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable representations or warranties of any Originator are or were untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Such Originator shall transfer to Buyer immediately available funds in the case amount of such Deemed Collections within two (2) Business Days from the preceding clause (b)event giving rise to such Deemed Collection, or at the option of Buyer so long as no Event of Termination or Unmatured Event of Termination is continuing, the amount of such Deemed Collection may be set off against the unpaid principal balance of such Originator’s Subordinated Note.

Deemed Collections. Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:day (i) the Unpaid Balance of any Receivable is (A) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount discount, or any other adjustment by the applicable any Loan Party, Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge tariff or other governmental or regulatory action, or (iiB) reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable any Loan Party, Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Settlement Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was were not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is are no longer true with respect to any Receivable, or any Receivable is repurchased by LTR LLC pursuant to the Sale Agreement (Step 3), then, in on such eventday, the Borrower shall be deemed to have received a Collection of such Receivable (I) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in Receivable. Collections deemed received by the case of the preceding clause (b)Borrower under this Section 3.3 are herein referred to as “Deemed Collections.”

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or adjusted as a result of any rejected defective, rejected, returned, repossessed or foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or any other adjustment made by the applicable such Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)Originator, or as a result of any surcharge setoff, counterclaim or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether dispute between such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refundof such Originator, or and an Obligor, (ivB) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than due to the application of Collections received with respect to such Receivable becoming a Defaulted Receivable), or (C) extended, amended or otherwise modified or waived or any payment term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 9.02(a) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j), (l) or (p) was not true 4.2 were untrue when made with respect to any Receivable, Receivable originated by such Originator at the time made or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, deemed made; then, in on such eventday, the Borrower such Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) or (B) above, in the amount of such reduction, adjustment or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Pool Balance or, in the case of clause (i)(C) above, in the preceding clauses amount that such extension, amendment, modification or waiver adversely affects the Unpaid Balance of the related Receivable; or (a)(i)2) in the case of clause (ii) above, in the amount of the entire Unpaid Balance of the relevant Receivable (a)(ii)as determined immediately prior to the applicable event) with respect to which such representations or warranties of such Originator were or became untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) To the extent that any Originator is deemed to have received a Deemed Collection and the effect of the related reduction, adjustment, modification or breach is to cause a Capital Coverage Deficit or if such reduction, adjustment, modification or breach occurs on or after the Termination Date or at any time when a Purchase and Sale Termination Event or an Event of Termination has occurred and is continuing, the related Originator (a)(iiior the applicable Servicer on its behalf) shall within two (2) Business Days pay to a Lock-Box Account (or as otherwise directed by the Administrative Agent at such time) an amount equal to (x) if such reduction, adjustment, modification or breach occurs prior to the Termination Date and no Purchase and Sale Termination Event or Event of Termination has occurred and is continuing, the lesser of (a)(iv)A) the sum of all Deemed Collections with respect to such reduction, adjustment, modification or breach and (B) in an amount necessary to eliminate any Capital Coverage Deficit that exists at such time and (y) if such reduction, adjustment, modification or breach occurs on or after the full amount Termination Date or at any time when a Purchase and Sale Termination Event or an Event of Termination has occurred and is continuing, the Unpaid Net Balance sum of all Deemed Collections with respect to such Receivable in the case of the preceding clause (b)reduction, adjustment, modification or breach.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: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 discount, or any other adjustment by the applicable Originator any Seller Party or any Affiliate thereof of any thereof, (regardless of whether the same is treated by such Originator B) reduced or Affiliate as a write-off), or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator any Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l6.01(l) or (p) was were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l6.01(l) is are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable (I) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b)Pool Receivable. Collections deemed received by Seller under this Section 3.02(a) are herein referred to as "Deemed Collections".

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables Pool Balance as reflected in the preceding Monthly Collateral Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such the Originator or such Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Collateral Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(i), (j), (l), (q)(ii), (r), (s) or (pt) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(i) or (j) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Outstanding Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or cancelled as a result of any rejected servicesDilution or otherwise, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (iiB) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Portfolio Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (C) extended, amended or otherwise modified or waived or any term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 8.2(b) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j4.2(a), (lc) or (pk) was not true were untrue when made with respect to any Receivable, Receivable originated by such Originator or any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(l4.2(a) is or (c) are no longer true with respect to any Receivable, Receivable originated by such Originator; then, in on such eventday, the Borrower such Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) through (B) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Portfolio Balance or, with respect to clause (i)(C) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer or its assignee; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable in the case representations or warranties of the preceding clause (b)any Originator are or were untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by Originator is: (A) reduced or cancelled as a result of any defective, rejected or returned merchandise or services, any cash discount discount, or any other adjustment by the applicable Originator Servicer, Originator, any of their respective Affiliates or otherwise (other than any Affiliate thereof (regardless of whether the same is treated by such Originator reduction or Affiliate as a write-offcancellation that would constitute credit recourse for uncollectible Receivables), (B) reduced or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement netting in respect of any dispute, claim or other action by the Obligor thereof against Servicer, Originator, any of their respective Affiliates or otherwise (whether such claim arises out of the same or same, a related or an unrelated transaction) (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables), or (iiiC) reduced or cancelled on account of the obligation of the applicable Originator Servicer, Originator, any of their respective Affiliates or any Affiliate thereof otherwise to pay to the related Obligor Obligor, or the payment of, any rebate rebate, discount, refund or refundsimilar credit (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables), or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (E) extended, amended or otherwise modified or waived or any term or condition of any related Contract is amended, modified or waived (except to the extent covered by this clause (i) or expressly permitted by Section 8.2(b)(i) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower Originator set forth in Section 6.1(j), (l) or (p) was not true 4.2 were untrue when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l4.2(a), (c) is or (j) are no longer true with respect to any Receivable, ; then, in on such eventday, the Borrower Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) through (D) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Pool Balance or, with respect to clause (i)(E) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable representations or warranties of Originator are or were untrue. Collections deemed received by Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Not later than the first Business Day after Originator is deemed pursuant to this Section 3.2 to have received any Deemed Collections, Originator shall transfer to Buyer immediately available funds in the case amount of such Deemed Collections or make such application with respect to such funds as may be required by the Receivables Purchase Agreement. Upon receipt of the preceding amount set forth in this clause (b)) with respect to any Receivable with respect to which the event set forth in clause (a)(ii) above shall have occurred, Buyer shall, without further action, be deemed to have reconveyed such Receivable to the applicable Originator as soon as such Receivable is released to it by the Agent.

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or any other adjustment by the applicable any Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)thereof, or as a result of any surcharge or other governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of any a setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of the applicable any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report or Collateral Certificate (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (bv) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j5.1(g), (lSection 5.1(i), Section 5.1(j), Section 5.1(r), Section 5.1(s), Section 5.1(t) or (pSection 5.1(u) was were not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection in an amount equal to of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), as applicable; and (B) in the full case of clause (v) above, in the amount of the Unpaid Net Outstanding Balance of such Receivable and (in either case), not later than two (2) Business Days thereafter shall pay to the Administrator’s Account TPF’s Portion of any such Collection deemed to have been received in the case same manner as actual cash collections are distributed under the terms of the preceding clause (b)this Agreement.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by Originator is: (A) reduced or cancelled as a result of any defective, rejected or returned merchandise or services, any cash discount discount, or any other adjustment by Servicer, Originator, any of their respective Affiliates or otherwise (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the applicable Originator or extent of any Affiliate thereof (regardless amount of whether any of the same is treated by foregoing then included in the Adjusted Contractual Dilution Estimate in effect at such Originator or Affiliate as a write-offtime), (B) reduced or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement netting in respect of any dispute, claim or other action by the Obligor thereof against Servicer, Originator, any of their respective Affiliates or otherwise (whether such claim arises out of the same or same, a related or an unrelated transactiontransaction and other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the extent of any amount of any of the foregoing then included in the Adjusted Contractual Dilution Estimate in effect at such time), or (iiiC) reduced or cancelled on account of the obligation of the applicable Originator Servicer, Originator, any of their respective Affiliates or any Affiliate thereof otherwise to pay to the related Obligor Obligor, or the payment of, any rebate rebate, discount, refund or refund, or similar credit (iv) other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the Unpaid Net Balance extent of any Receivable is amount of any of the foregoing then included in the Adjusted Contractual Dilution Estimate in effect at such time), (D) less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (E) extended, amended or otherwise modified or waived or any term or condition of any related Contract is amended, modified or waived (except to the extent covered by this clause (i) or expressly permitted by Section 8.2(b)(i) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower Originator set forth in Section 6.1(j), (l) or (p) was not true 4.2 were untrue when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l4.2(a), (c) is or (j) are no longer true with respect to any Receivable, ; then, in on such eventday, the Borrower Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) through (D) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Pool Balance or, with respect to clause (i)(E) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable representations or warranties of Originator are or were untrue. Collections deemed received by Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Not later than the first Business Day after Originator is deemed pursuant to this Section 3.2 to have received any Deemed Collections, Originator shall transfer to Buyer immediately available funds in the case amount of such Deemed Collections or make such application with respect to such funds as may be required by the Receivables Purchase Agreement. Upon receipt of the preceding amount set forth in this clause (b)) with respect to any Receivable with respect to which the event set forth in clause (a)(ii) above shall have occurred, Buyer shall, without further action, be deemed to have reconveyed such Receivable to the applicable Originator as soon as such Receivable is released to it by the Agent.

Deemed Collections. If as of the last on any day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:------------------ (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 discount, or any incorrect billing or other adjustment by the applicable Originator Seller or any Affiliate thereof of Seller, (regardless of whether the same is treated by such Originator B) reduced or Affiliate as a write-off), or canceled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against Seller or any Affiliate of Seller or any other Person (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Originator or any Affiliate thereof Seller to pay to the related Obligor any rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable)Information Package, or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l6.01(l) or (p) was were not true when made with respect to any Pool --------------- --- Receivable, or any of the representations or warranties of the Borrower Seller set forth in Section 6.1(l6.01(l) is are no longer true with respect to any Pool Receivable, ------- then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable (I) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, ---------- reduction or cancellation or overstatementthe difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the ----------- Unpaid Net Balance of such Receivable in the case of the preceding clause (b)Pool Receivable.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or cancelled as a result of any rejected servicesDilution or otherwise, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (iiB) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Portfolio Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (C) extended, amended or otherwise modified or waived or any term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 8.2(b) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j4.2(a), (lc) or (pk) was not true were untrue when made with respect to any Receivable, Receivable originated by such Originator or any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(l4.2(a) is or (c) are no longer true with respect to any Receivable, Receivable originated by such Originator; then, in on such eventday, the Borrower such Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) through (B) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Portfolio Balance or, with respect to clause (i)(C) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer or its assignee; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the entire Unpaid Net Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable representations or warranties of any Originator are or were untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Such Originator shall transfer to Buyer immediately available funds in the case amount of such Deemed Collections within two (2) Business Days from the preceding clause (b)event giving rise to such Deemed Collection, or at the option of Buyer so long as no Event of Termination or Unmatured Event of Termination is continuing, the amount of such Deemed Collection may be set off against the unpaid principal balance of such Originator's Subordinated Note.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or adjusted as a result of any rejected defective, rejected, returned, repossessed or foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or any other adjustment made by the applicable such Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off)Originator, or as a result of any surcharge setoff, counterclaim or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether dispute between such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay of such Originator, and an Obligor, in each case other than with respect to the related Obligor any rebate or refund, or (iv) the Unpaid Net Balance credit-worthiness of any Receivable is related Obligor, (B) less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (C) extended, amended or otherwise modified or waived or any payment term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 9.02(a) of the Receivables Purchase Agreement); or (bii) any of the representations or warranties of the Borrower any Originator set forth in Section 6.1(j4.2(a), (lc), (k) or (pq) was not true were untrue when made with respect to any Receivable, Receivable originated by such Originator or as a result of any action or inaction of such Originator (other than solely as a result of the representations failure to collect such Receivable due to a discharge in bankruptcy or warranties of similar insolvency proceeding or other credit related reasons with respect to the Borrower set forth in Section 6.1(lrelevant Obligor) is are no longer true with respect to any ReceivableReceivable originated by such Originator, in each case, as determined by the Administrative Agent and notified to such Originator; then, in on such eventday, the Borrower such Originator shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) or (B) above, in the amount of such reduction, reduction or cancellation or overstatementthe difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Pool Balance or, in the case of clause (i)(C) above, in the preceding clauses amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer or the Administrative Agent, as its assignee; or (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B2) in the full case of clause (ii) above, in the amount of the entire Unpaid Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such representations or warranties of such Originator were or became untrue. Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Not later than the second Business Day after any Originator is deemed to have received a Deemed Collection, it (or Lead Originator or Servicer on its behalf) shall transfer to a Lock-Box Account immediately available funds in the amount of such Deemed Collections. (c) If a Deemed Collection payment is made with respect to a Receivable in the amount of the Unpaid Net Balance of thereof (as determined immediately prior to the applicable event), and the credit for such reduction has been applied pursuant to Section 3.2(b), Buyer shall automatically be deemed to have reconveyed such Receivable in to the case applicable Originator, without representation or warranty, but free and clear of the preceding clause (b)all liens, security interests, charges, and encumbrances created by Buyer.

Deemed Collections. If as of the last day of any Settlement Accrual Period: : (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons: : (i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or or (iii) on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b).

Deemed Collections. If as of the last day of on any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasonsday: (i) the Unpaid Balance of any Portfolio Receivable is: (A) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount discount, incorrect ▇▇▇▇▇▇▇▇ or any other adjustment by the applicable Seller, any Originator or any other Affiliate thereof of Seller, (regardless of whether the same is treated by such Originator B) reduced or Affiliate as a write-off), or cancelled as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim or dispute by the Obligor thereof against Seller, any Originator or any other Affiliate of Seller (whether such claim arises out of the same or a related or an unrelated transaction), or (iiiC) reduced on account of the obligation of the applicable Seller, any Originator or any other Affiliate thereof of Seller to pay to the related Obligor any rebate or refund, ; or (iv) the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (bii) any of the representations or warranties of the Borrower Seller set forth in Section 6.1(j), (l6.01(k) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(lo) is no longer true with respect to any the Portfolio Receivable, then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Portfolio Receivable: (I) in an amount equal to the case of clause (Ai) above, in the amount of such reduction, cancellation or overstatement, ; and (II) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable Pool Receivable. On or before the fourteenth calendar day after the Month End Date of each month that contains one or more days on which Seller is deemed to have received such a Collection, Seller shall transfer an amount equal to the aggregate amount of such deemed Collections to Servicer (such transfer to be made, to the greatest extent practicable, from the Collection Account) and Servicer shall distribute such transferred amount in the manner set forth in Section 3.02(a) or Section 3.03(a), as the case may be, as if such transferred amount actually had been received by Seller on the date of such transfer from the Obligors of such Receivables and as if such transferred amount actually had been deposited into one or more of the preceding clause (b)Lock-box Accounts on the date of such transfer.

Deemed Collections. If as of the last day of any Settlement Period: (a) the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of If on any positive adjustments) has been reduced for any of the following reasonsday: (i) the Outstanding Balance of any Receivable originated by Seller or any Originator is reduced or cancelled (in each case other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables): (A) as a result of any defective, returned or rejected goods or services, any cash discount or any other adjustment by the applicable Seller, any Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate other than as a write-offresult of the receipt of Collections), or as a result of any surcharge or other governmental or regulatory action, or (iiB) as a result of any a setoff or breach of the underlying agreement credit in respect of any claim by the Obligor thereof (whether such claim or credit arises out of the same or a related or an unrelated transaction)) or any other reason not related to the financial inability of the Obligor to pay, or (iiiC) on account of the obligation of the applicable Seller, any Originator or any Affiliate thereof to pay to the related Obligor any warranty claim, rebate or refund, or (ivD) the Unpaid Net Balance of any Receivable because it is less than the amount included in calculating the Net Pool Balance Borrowing Base for purposes of any Monthly Settlement Report (for any reason other than as a result of the receipt of Collections or such Receivable becoming a Defaulted Receivable), ; or (bii) any of the representations or warranties of the Borrower set forth with respect to any Receivable made by Seller in Section 6.1(j4.2(a), Section 4.2(c) (with respect to information provided by such Originator with respect to the Receivables sold by it), Sections 4.2(d) through (g), Sections 4.2(i) through (l) or (pSection 4.2(n) was not true were untrue when made with respect to any such Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable, ; then, in on such eventday, the Borrower Seller shall be deemed to have received a Collection of such Receivable: (1) in an amount equal to the case of clauses (Ai)(A) through (D) above, in the amount of such reduction, reduction or cancellation or overstatement, in the Outstanding Balance of such Receivable; or (2) in the case of the preceding clauses clause (a)(i)ii) above, (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net entire Outstanding Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such Receivable representations or warranties of Seller are or were untrue. Collections deemed received by Seller under this Section 3.2(a) are herein referred to as “Deemed Collections”. (b) Not later than the first Business Day after Seller is deemed pursuant to this Section 3.2 to have received any Deemed Collections, Seller shall transfer to Buyer immediately available funds in the case amount of such Deemed Collections or to the Servicer to make such application on Buyer’s behalf with respect to such funds as may be required by the Credit and Security Agreement. Upon receipt of the preceding amount set forth in this clause (b)) with respect to any Receivable with respect to which the event set forth in clause (a)(ii) above shall have occurred, Buyer shall, without further action, be deemed to have reconveyed such Receivable to Seller as soon as such Receivable is released to it by the Administrative Agent. In the event Buyer receives or has received any payments in respect of any portion of a Receivable reconveyed to Seller hereunder, Buyer shall promptly remit such payments to Seller for distribution to the related Originator. Such amounts may be set off against any amounts owed by Seller to Buyer under this Section 3.2(b) and until so remitted or set off, shall be deemed held in trust for Seller and the related Originator.

Deemed Collections. If as of the last day of on any Settlement PeriodDate: (a) the outstanding aggregate balance Outstanding Balance of the Net Receivables as reflected in the preceding most recent Monthly Report (net of any positive adjustments) has been reduced or cancelled for any of the following reasons: (i) as a result of any rejected servicesrejected, defective or returned services or merchandise, any cash discount or any other adjustment by the Borrower, the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or (ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Borrower, the applicable Originator or any Affiliate thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) on account of the obligation of the Borrower, the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Unpaid Net Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or (b) any of the representations or warranties of the Borrower set forth in Section 6.1(j6.1(n), (lo) or (pr) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l6.1(m) is no longer true with respect to any Receivable, then, in such event, the Borrower shall be deemed to have received during the preceding Calculation Period a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv)) or the difference between the actual Outstanding Balance and the amount included in respect of such Receivable in calculating the Net Pool Balance, as applicable, and (B) in the full amount of the Unpaid Net Outstanding Balance of such Receivable in the case of the preceding clause (b).