Common use of Settlement as to Specific Receivables and Dilution Clause in Contracts

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections SECTIONS 5.4 and AND 5.12 are of the Originator is not true with respect to such Receivable Receivable, or as a result of any action or inaction of the Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.4 and 5.12 are is no longer true with respect to such a Receivable, then the Purchase Price with respect to such Receivables (or in the case of a Contributed Receivable, the capital contribution with respect to Outstanding Balance of such Receivable (the “"Contributed Value”")), with respect to such Receivable ) shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause SUBSECTION (c) below; providedPROVIDED, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.4, 5.12 are is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause subsection (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections SECTION 5.4 and 5.12 are or 5.11 of Originator is not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any subsequent day, day any of such representations or warranties set forth in Sections SECTION 5.4 and 5.12 are or 5.11 is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable (the "CONTRIBUTED VALUE")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause SUBSECTION (cC) below; providedPROVIDED, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, a. If on the day of purchase or contribution of any Receivable from the any Originator hereunder, any of the representations or warranties set forth in Sections Section 5.2, 5.3, 5.4 and 5.12 are or 5.11 of such Originator is not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections Section 5.2, 5.3, 5.4 and 5.12 are or 5.11 is no longer true with respect to such Receivablea Receivable (other than a representation or warranty set forth in Section 5.11(c) or (d) which is no longer true as a result of an Obligor's payment obligation being discharged in bankruptcy), then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause subsection (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a1) If, on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections SECTIONS 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections SECTIONS 5.4 and 5.12 are is no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, Receivable the capital contribution with respect to Outstanding Balance of such Receivable (the “Contributed Value”"CONTRIBUTED VALUE")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause CLAUSE (c) below; providedPROVIDED, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are is no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, Receivable the capital contribution with respect to Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, Receivable the capital contribution with respect to Outstanding Balance of such Receivable (the “"Contributed Value”")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections 5.4 5.9, 5.19 and 5.12 5.21 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 5.9, 5.19 and 5.12 are 5.21 is no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If on the day of purchase or contribution of any Receivable from the any Originator hereunder, any of the representations or warranties set forth in Sections Section 5.4 and 5.12 are or 5.11 of such Originator is not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections Section 5.4 and 5.12 are or 5.11 is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause subsection (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution with respect to such Receivable (the “"Contributed Value”")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the any Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution with respect to Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause subsection (c) below; provided, that if the Company Buyer thereafter receives payment on account of Collections due with respect to such Receivable, the Company Buyer shall promptly shall deliver such funds to such Originator on the Originatornext Monthly Settlement Date.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the any Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable, (the "Contributed Value")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause subsection (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections SECTIONS 5.4 and 5.12 are of Originator is not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any subsequent day, any of such representations or warranties set forth in Sections SECTIONS 5.4 and 5.12 are is no longer true with respect to such a Receivable, then the Purchase Price with respect to such Receivable (or in the case of a Contributed Receivable, the capital contribution with respect to Outstanding Balance of such Receivable (the “Contributed Value”"CONTRIBUTED VALUE")), with respect to such Receivable ) shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause SUBSECTION (cC) below; providedPROVIDED, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are Section 5.4, 5.11 or 5.20 is not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.4 and 5.12 are Section 5.4, 5.11 or 5.20 is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Unpaid Balance of such Receivable (the "Contributed Value")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Unpaid Balance of such Receivable and shall be accounted to the such Originator as provided in clause subsection (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If on the day of purchase or contribution of any Receivable from the Originator hereunder, hereunder any of the representations or warranties set forth in Sections 5.4 and 5.12 are 5.4, 5.11 or 5.20 is not true with respect to such Receivable or or, as a result of any action or inaction of the Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.4 and 5.12 are 5.4, 5.11 or 5.20 is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable (each such adjustment, a "Noncomplying Receivables Adjustment") and shall be accounted to the Originator as provided in clause (c) belowSection 3.4(c); provided, however, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, If on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Sections SECTION 5.4 and 5.12 are or 5.11 is not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections SECTION 5.4 and 5.12 are or 5.11 is no longer true with respect to such a Receivable, then the Purchase Price (or in the case of a Contributed Receivable, the capital contribution Outstanding Balance of such Receivable (the "CONTRIBUTED VALUE")) with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in clause SUBSECTION (cC) below; providedPROVIDED, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action or inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, Receivable the capital contribution with respect to Outstanding Balance of such Receivable (the “"Contributed Value”")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the such Originator.. Purchase and Sale Agreement

Settlement as to Specific Receivables and Dilution. (a) If, on the day of purchase or contribution of any Receivable from the an Originator hereunder, any of the representations or warranties set forth in Sections 5.4 and 5.12 are not true with respect to such Receivable or as a result of any action of such Originator or any inaction of the such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.4 and 5.12 are is no longer true with respect to such Receivable, then the Purchase Price (or in the case of a Contributed Receivable, Receivable the capital contribution with respect to Outstanding Balance of such Receivable (the “"Contributed Value”")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the such Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to such Originator or cause the Servicer to deliver such funds to such Originator.