Common use of Dilutions, Etc Clause in Contracts

Dilutions, Etc. If the Servicer or the Seller adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of merchandise or services which were refused, returned or not received by an Obligor, then the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to the Termination Date, such amount may be paid by a reduction in the Purchase Price paid to the Seller on the next occurring Purchase Date, unless the Purchaser is required to make a payment in respect of such breach sooner pursuant to the Pooling and Servicing Agreement. Similarly, if the Servicer or the Seller adjusts downward the amount of any Receivable because such Receivable was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.2(a) hereof was breached, then the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to the Termination Date, such amount may be paid by a reduction in the Purchase Price paid to the Seller on the next occurring Purchase Date; provided, however, in all events at least the amount of any cash deposit required to be made by the Purchaser under the Pooling and Servicing Agreement in respect of any such adjustment shall be paid in immediately available funds by the Seller. Any adjustment ("Adjustment Payment Obligation"), required pursuant to either of the two preceding sentences shall be made within two (2) Business Days of the making of the Adjustment Payment Obligation, and in no event later than the end of the Monthly Period in which such adjustment obligation arises.

Dilutions, Etc. (a) If on any day the Outstanding Balance of a Receivable is (x) reduced or canceled as a result of any defective, returned or rejected goods or services, any discount, rebate or refund or any adjustment by any Seller, any Subservicer, the Master Servicer or the Seller adjusts downward the amount Lux Manager (other than Contractual Reductions or a write-off of all or any Receivable without receiving Collections therefor or without charging off such amount portion of its Outstanding Balance as uncollectible), because or (y) reduced or canceled as a result of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created set-off in respect of merchandise any claim, other than a Contractual Reduction, by any Person (whether such claim arises out of the same or services which were refuseda related transaction or an unrelated transaction), returned or not received by an Obligor, then the related Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to . (b) If the Termination Date, such Original Balance of a Receivable is less than the amount may be paid by a reduction reported in the Purchase Price paid Report for the Monthly Period in which such Receivable Balance was transferred to the Seller on Buyer, the next occurring Purchase Date, unless the Purchaser is required to make a payment in respect of such breach sooner pursuant to the Pooling and Servicing Agreement. Similarly, if the Servicer or the Seller adjusts downward the amount of any Receivable because such Receivable was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.2(a) hereof was breached, then the related Seller shall be deemed to have received received, on the day that the Lux Manager and the related Seller become aware of such day difference, a Collection of such Receivable in the amount of such reductiondifference. (c) If (i) prior to the Facility Termination Date the Outstanding Balance of a ▇▇▇▇▇▇ Packaging Molds Production Receivable is reduced or cancelled, cancellation or (ii) from and after the Facility Termination Date the aggregate Outstanding Balances of ▇▇▇▇▇▇ Packaging Molds Production Receivables are reduced or cancelled by amount exceeding the ▇▇▇▇▇▇ Packaging Molds Production Reserve as of the Facility Termination Date, in either case directly or indirectly by reason the applicable Seller’s failure in accordance with the related Contract to timely satisfy and fully perform all obligations required to be fulfilled by it (other than customary warranty obligations), including completion of the production of related molds, or by reason of the failure by any Person to timely perform any further action required to be performed with respect thereto (other than payment made thereon by the Obligor applicable Obligor), the related Seller shall be deemed to have received, (A) in the case of clause (i) above, on the date of the applicable reduction or cancellation a Collection of the affected Receivable in the amount of such reduction or cancellation and (B) in the case of clause (ii) above, on each date on which the excess amount descried therein arises or increases, a Collection of the affected Receivable or Receivables in the amount of such excess or increase, as the case may be. (d) If any of the representations or warranties in Section 5.02 hereof was not true when made with respect to a Receivable, the related Seller shall be deemed to have received, on the date of discovery that such day pay representation or warranty was not true when made, a Collection (any such deemed Collection pursuant to Section 2.03(a), 2.03(b) or 2.03(c) or this Section 2.03(d), without duplication, a “Deemed Collection”) of such Receivable in full, less the amount of any Collections received by the Buyer in respect of such Receivable. (e) Notwithstanding anything to the Purchaser contrary contained in this Agreement, the related Seller shall pay or credit the amount of Deemed Collections deemed to be received by such Seller during any Monthly Period to the Buyer on the first Settlement Date following such Monthly Period as follows: (i) first, by depositing into the Concentration Account an amount equal to the lesser of such reduction Deemed Collections and the excess, if any, of (A) the sum of the Outstanding Borrowings, over (B) the Funding Base, and (ii) second, by crediting, dollar for dollar, any remaining portion of such Deemed Collections against payments of the Initial Purchase Price or cancellationPurchase Price, as applicable, due from the Buyer to such Seller for Receivables purchased hereunder; provided thatprovided, prior to that if a Termination Event or Potential Termination Event shall have occurred and be continuing, the Termination Date, entire amount of such amount may Deemed Collections shall be paid by a reduction in deposit into the Purchase Price paid to the Seller on the next occurring Purchase DateConcentration Account within two Business Days of their deemed receipt thereof; providedand provided further, however, in all events at least the amount of that any cash deposit required to be made by the Purchaser under the Pooling and Servicing Agreement Collections in respect of any Receivable as to which the Buyer has received a Deemed Collection pursuant to Section 2.03(d) that are received by the Buyer after the date of such adjustment Deemed Collection shall be paid in immediately available funds by added to the Seller. Any adjustment ("Adjustment Payment Obligation"), required pursuant to either next payment of the two preceding sentences shall be made within two (2) Business Days of Initial Purchase Price or Purchase Price, as applicable, due from the making of Buyer to the Adjustment Payment Obligation, and in no event later than the end of the Monthly Period in which such adjustment obligation arisesrelevant Seller for Receivables purchased hereunder.

Dilutions, Etc. (a) If on any day the Outstanding Balance of a Receivable (including, for the avoidance of doubt, any Original Receivable) is (x) reduced or canceled as a result of any defective, returned or rejected goods or services, any discount, rebate or refund or any adjustment by any Seller, any Subservicer, the Master Servicer or the Seller adjusts downward the amount NZ Manager (other than Contractual Reductions or a write-off of all or any Receivable without receiving Collections therefor or without charging off such amount portion of its Outstanding Balance as uncollectible), because or (y) reduced or canceled as a result of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created set-off in respect of merchandise any claim, other than a Contractual Reduction, by any Person (whether such claim arises out of the same or services which were refuseda related transaction or an unrelated transaction), returned or not received by an Obligor, then the related Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to . (b) If the Termination Date, such Original Balance of a Receivable is less than the amount may be paid by a reduction reported in the Purchase Price paid Report for the Monthly Period in which such Receivable was transferred to the Seller on Buyer (or, in the next occurring Purchase Datecase of any Original Receivable, unless the Purchaser is required to make a payment in respect of such breach sooner BP Factoring pursuant to the Pooling and Servicing Existing Purchase Agreement. Similarly), if the Servicer or the Seller adjusts downward the amount of any Receivable because such Receivable was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.2(a) hereof was breached, then the related Seller shall be deemed to have received received, on the day that the NZ Manager and the related Seller become aware of such day difference, a Collection of such Receivable in the amount of such reductiondifference. (c) If (i) prior to the Facility Termination Date the Outstanding Balance of a ▇▇▇▇▇▇ Packaging Molds Production Receivable (including any such Receivable purchased by BP Factoring pursuant to the Existing Purchase Agreement) is reduced or cancelled, cancellation or (ii) from and after the Facility Termination Date the aggregate Outstanding Balances of ▇▇▇▇▇▇ Packaging Molds Production Receivables are reduced or cancelled by an amount exceeding the ▇▇▇▇▇▇ Packaging Molds Production Reserve as of the Facility Termination Date, in either case directly or indirectly by reason of the applicable Seller’s failure in accordance with the related Contract to timely satisfy and fully perform all obligations required to be fulfilled by it (other than customary warranty obligations), including completion of the production of related molds, or by reason of the failure by any Person to timely perform any further action required to be performed with respect thereto (other than payment made thereon by the Obligor applicable Obligor), the related Seller shall be deemed to have received, (A) in the case of clause (i) above, on the date of the applicable reduction or cancellation a Collection of the affected Receivable in the amount of such reduction or cancellation and (B) in the case of clause (ii) above, on each date on which the excess amount described therein arises or increases, a Collection of the affected Receivable or Receivables in the amount of such excess or increase, as the case may be. (d) If any of the representations or warranties in Section 5.02 hereof (or, as the case may be, Section 5.02 of the Existing Purchase Agreement) was not true when made with respect to a Receivable, the related Seller shall be deemed to have received, on the date of discovery that such day pay representation or warranty was not true when made, a Collection (any such deemed Collection pursuant to Section 2.03(a), 2.03(b) or 2.03(c) or this Section 2.03(d), without duplication, a “Deemed Collection”) of such Receivable in full, less the amount of any Collections received by the Buyer (or BP Factoring, as the case may be) in respect of such Receivable. (e) Notwithstanding anything to the Purchaser contrary contained in this Agreement, the related Seller shall pay or credit the amount of Deemed Collections deemed to be received by such Seller during any Monthly Period to the Buyer on the first Settlement Date following such Monthly Period as follows: (i) first, by depositing into the Concentration Account an amount equal to the lesser of such reduction Deemed Collections and the excess, if any, of (A) the sum of the Outstanding Borrowings, over (B) the Funding Base, and (ii) second, by crediting, dollar for dollar, any remaining portion of such Deemed Collections against payments of the Initial Purchase Price or cancellationPurchase Price, as applicable, due from the Buyer to such Seller for Receivables purchased hereunder; provided thatprovided, prior to that if a Termination Event or Potential Termination Event shall have occurred and be continuing, the Termination Date, entire amount of such amount may Deemed Collections shall be paid by a reduction in deposit into the Purchase Price paid to the Seller on the next occurring Purchase DateConcentration Account within two Business Days of their deemed receipt thereof; providedand provided further, however, in all events at least the amount of that any cash deposit required to be made by the Purchaser under the Pooling and Servicing Agreement Collections in respect of any Receivable as to which the Buyer has received a Deemed Collection pursuant to Section 2.03(d) that are received by the Buyer after the date of such adjustment Deemed Collection shall be paid in immediately available funds by added to the Seller. Any adjustment ("Adjustment Payment Obligation"), required pursuant to either next payment of the two preceding sentences shall be made within two (2) Business Days of Initial Purchase Price or Purchase Price, as applicable, due from the making of Buyer to the Adjustment Payment Obligation, and in no event later than the end of the Monthly Period in which such adjustment obligation arisesrelevant Seller for Receivables purchased hereunder.

Dilutions, Etc. If the Servicer or the Seller adjusts -------------- downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of merchandise or services which were refused, returned or not received by an Obligor, then the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to the Termination Date, such amount may be paid by a reduction in the Purchase Price paid to the Seller on the next occurring Purchase Date, unless the Purchaser is required to make a payment in respect of such breach sooner pursuant to the Pooling and Servicing Agreement. Similarly, if the Servicer or the Seller adjusts downward the amount of any Receivable because such Receivable was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.2(a) hereof was breached, then the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to the Termination Date, such amount may be paid by a reduction in the Purchase Price paid to the Seller on the next occurring Purchase Date; provided, however, in all events at least the amount of any cash deposit required to be made by the Purchaser under the Pooling and Servicing Agreement in respect of any such adjustment shall be paid in immediately available funds by the Seller. Any adjustment ("Adjustment Payment Obligation"), ----------------------------- required pursuant to either of the two preceding sentences shall be made within two (2) Business Days of the making of the Adjustment Payment Obligation, and in no event later than the end of the Monthly Period in which such adjustment obligation arises.

Dilutions, Etc. If the Servicer or the Seller -------------- adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of merchandise or services which were refused, returned or not received by an Obligor, then the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to the Termination Date, such amount may be paid by a reduction in the Purchase Price paid to the Seller on the next occurring Purchase Date, unless the Purchaser is required to make a payment in respect of such breach sooner pursuant to the Pooling and Servicing Agreement. Similarly, if the Servicer or the Seller adjusts downward the amount of any Receivable because such Receivable was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.2(a) hereof was breached, then the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction, cancellation or payment made by the Obligor and shall on such day pay to the Purchaser an amount equal to such reduction or cancellation; provided that, prior to the Termination Date, such amount may be paid by a reduction in the Purchase Price paid to the Seller on the next occurring Purchase Date; provided, however, in all events at least the amount of any cash deposit required to be made by the Purchaser under the Pooling and Servicing Agreement in respect of any such adjustment shall be paid in immediately available funds by the Seller. Any adjustment ("Adjustment Payment Obligation"), required pursuant to either of the two preceding sentences shall be made within two (2) Business Days of the making of the Adjustment Payment Obligation, and in no event later than the end of the Monthly Period in which such adjustment obligation arises.