Common use of SETTLEMENT AS TO SPECIFIC RECEIVABLES Clause in Contracts

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable is no longer true with respect to such Receivable (each such Receivable, an "Ineligible Receivable"), then the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant Settlement Date; provided, that if (i) there are no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced by the amount of such net reduction) and the outstanding principal amount owed to such Seller under its Initial Seller Note has been reduced to zero (or the principal amount of such Initial Seller Note is not large enough to be reduced by the amount of such net reduction), or (ii) if the Company, absent a payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement, then, such Seller shall pay to the Company the remaining amount of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or payment, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable is no longer true with respect to such a Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables that arose during the same Collection Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant related Settlement Date; provided, however, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal from such Seller during such Collection Period, any amount owed to such Seller under its Initial Seller Note has been reduced to zero (or by which the principal amount of such Initial Seller Note is not large enough to be reduced by the amount of such net reduction), or (ii) if the Company, absent a payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement, then, such Seller shall pay to the Company the remaining amount of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or payment, the Company promptly shall deliver such funds Price payable to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed conveyed to the Company hereunder was created or originated by such Seller Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date or any Seller Addition Date, on the Initial Closing Date or such Seller Addition Date, as the case may be) any of the representations or warranties set forth in Section 5.1(k5.1(l) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k5.1(l) with respect to any Transferred Receivable is no longer true with respect to such a Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables of such Seller that arose during the same Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant related Settlement Date; provided, however, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Initial Seller Note is not large enough to be reduced by Seller, unless the amount of such net reduction), or (ii) if the CompanyCompany will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase AgreementAgreement on the next occurring Settlement Date, then, in which case such Seller shall pay make a cash payment on or before such Settlement Date) a reduction in the principal amount of the related Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company the remaining amount by payment of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available same day funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentSettlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller the Sellers set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer Subject to SECTION 7.2(a) hereof, if an officer of any Seller Originator obtains knowledge or receives notice from the Company Initial Purchaser or the Administrative Agent Administrator that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) Originator any of the representations or warranties set forth in Section 5.1(k) SECTION 5.11 was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) as a result of any action or inaction of such Originator, on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable SECTION 5.11 is no longer true with respect to such Receivable (each such a Receivable, then such Originator forthwith shall reduce the Purchase Price with respect to Receivables that arose during the same Settlement Period in which such knowledge is obtained or notification is received by an "Ineligible Receivable"), then amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant Settlement DateReceivable; providedPROVIDED, HOWEVER, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal from such Originator during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has Originator would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Originator, unless the Initial Seller Note is not large enough to be reduced by the amount of such net reduction), or (ii) if the CompanyPurchaser will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase AgreementAgreement on the next occurring Settlement Date, then, in which case such Seller Originator shall pay to make a cash payment) a reduction in the Company the remaining principal amount of the Unpaid Balance Initial Purchaser Note of such Ineligible Receivables that has Originator (but not been so applied, below zero) or by payment within two Business Days after the related Reporting Date in cash by such Originator to the Initial Purchaser by deposit of immediately available fundsfunds in an account designated by the Initial Purchaser; PROVIDED, not later than the relevant Settlement Date; provided, furtherFURTHER, that if the Company Initial Purchaser thereafter receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentReceivable, the Company Initial Purchaser promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase AgreementOriginator.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer Subject to Section 7.2(a) hereof, if an officer of any Seller Originator obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created created, acquired or originated by such Seller Originator (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable generated by such Originator is no longer true with respect to such a Transferred Receivable (each such Receivable, an "Ineligible Receivable"), then such Originator as soon as practicable, but in any event on or before the next Reporting Date, shall offset against the Purchase Price with respect to Designated Receivables generated by such Originator that arose during the same month in which such knowledge is obtained or notification is received an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant Settlement related Month End Date; provided, however, that if (i) there are have been no purchases of Designated Receivables from such Seller hereunder on such day Originator (or insufficiently large purchases of Designated Receivables from such Originator to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal during such month, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has Originator would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Initial Seller Note is not large enough to be reduced by Originator, unless the amount of such net reduction), or (ii) if the CompanyCompany will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement (including its obligations to maintain reserves for Estimated Taxes) on the next occurring Settlement Date or other date on which a payment is due pursuant to the Receivables Purchase Agreement, thenin which case such Originator shall make a cash payment on or before such Settlement Date or other date) a reduction in the principal amount of the Initial Purchaser Note of such Originator (or, in the case of TNLP, of Terra Capital) (but not below zero) or by payment within five Business Days after the related Reporting Date in cash by such Seller shall pay Originator to the Company the remaining amount by payment of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available same day funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date or other date, as the date of such application or paymentcase may be, the Company promptly shall deliver such funds to such SellerOriginator. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer Subject to Section 8.2(a) hereof, if an officer of any Seller an Originator obtains knowledge or receives notice from Catalog Seller, the Company Servicer or the Administrative Agent Administrator that (a) on the day that any Receivable purchased or contributed hereunder was created or originated purchased by such Catalog Seller (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) 6.10 was not true with respect to such Receivable, or such Receivable was designated as an Eligible Ineligible Purchased Receivable on the related Purchase Report and was not an Eligible Receivable or, or (b) as a result of any action or inaction of an Originator, on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable 6.10 is no longer true with respect to such Receivable (each such a Receivable, an "Ineligible Receivable"), then the Unpaid Balance of such Ineligible Receivable as of such day Originator shall be applied to notify Parent Originator and Catalog Seller and Parent Originator shall reduce the Purchase Price payable to Parent Originator by Catalog Seller with respect to Receivables sold that arose on such day by an amount equal to the unpaid amount of such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant Settlement DateReceivable; provided, however, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal from Parent Originator on such day, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has Parent Originator would have been reduced to zero (or the principal amount of such Initial Seller Note is not large enough to be reduced by the amount of such net reduction), or (ii) if the Company, absent a payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement, then, such Seller shall pay pursuant to the Company immediately preceding clause of this sentence shall be paid by Parent Originator on or prior to the remaining amount of the Unpaid Balance of such Ineligible Receivables that has not been so applied, following Settlement Date in immediately available funds, not later than the relevant Settlement Datefunds deposited in such account as Catalog Seller may specify in writing to Parent Originator from time to time; provided, further, that if the Company Catalog Seller thereafter receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentReceivable, the Company Catalog Seller promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase AgreementParent Originator.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such transferred to the Seller pursuant to the Sale Agreement, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was were not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable is no longer true with respect to such a Receivable (each such Receivable, an "Ineligible ReceivableINELIGIBLE RECEIVABLE"), then the Purchase Price with respect to Receivables that arose during the same Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant related Settlement Date; providedPROVIDED, HOWEVER, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reductionUnpaid Balances) and the outstanding principal from Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Initial Seller Note is not large enough to be reduced by Seller, unless the amount of such net reduction), or (ii) if the CompanyCompany will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase AgreementCredit and Security Agreement on the next occurring Settlement Date, then, such in which case Seller shall pay make a cash payment on or before such Settlement Date) a reduction in the principal amount of the Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by Seller to the Company the remaining amount by payment of the Unpaid Balance of such Ineligible Receivables that has not been so appliedsame day funds; PROVIDED, in immediately available funds, not later than the relevant Settlement Date; provided, furtherFURTHER, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentSettlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller (orSeller, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable is no longer true with respect to such a Receivable (each such Receivable, an "Ineligible Receivable"), then the Purchase Price with respect to Receivables that arose during the same Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant related Settlement Date; provided, however, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Initial Seller Note is not large enough to be reduced by Seller, unless the amount of such net reduction), or (ii) if the CompanyCompany will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase AgreementAgreement on the next occurring Settlement Date, then, in which case such Seller shall pay make a cash payment on or before such Settlement Date) a reduction in the principal amount of the related Subordinated Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company the remaining amount by payment of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available same day funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentSettlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller the Sellers set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed conveyed to the Company hereunder was created or originated by such Seller Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k5.1(l) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k5.1(l) with respect to any Transferred Receivable is no longer true with respect to such a Receivable (each such Receivable, an "Ineligible INELIGIBLE Receivable"), then the Purchase Price with respect to Receivables of such Seller that arose during the same Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant related Settlement Date; provided, however, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reduction) and the outstanding principal from such Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Initial Seller Note is not large enough to be reduced by Seller, unless the amount of such net reduction), or (ii) if the CompanyCompany will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase AgreementAgreement on the next occurring Settlement Date, then, in which case such Seller shall pay make a cash payment on or before such Settlement Date) a reduction in the principal amount of the related Seller Note (but not below zero) or by payment within two Business Days after the related Reporting Date in cash by such Seller to the Company the remaining amount by payment of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available same day funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentSettlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller the Sellers set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer an officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller Seller, (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k5.1(l) was were not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k5.1(l) with respect to any Transferred Receivable is no longer true with respect to such a Receivable (each such Receivable, an "Ineligible ReceivableINELIGIBLE RECEIVABLE"), then the Purchase Price with respect to Receivables that arose during the same Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant related Settlement Date; providedPROVIDED, HOWEVER, that if (i) there are have been no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced so reduce by the amount of such net reductionUnpaid Balances) and the outstanding principal from Seller during such Settlement Period, any amount owed by which the Purchase Price payable to such Seller under its Initial Seller Note has would have been reduced pursuant to zero the immediately preceding clause of this sentence shall be paid by either (or at the principal amount option of such Initial Seller Note is not large enough to be reduced by Seller, unless the amount of such net reduction), or (ii) if the CompanyCompany will, absent a such payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreementand Sale Agreement on the next occurring Settlement Date, then, such in which case Seller shall pay make a cash payment on or before such Settlement Date) an increase in the principal amount of the Excess Funds Note or by payment within two Business Days after the related Reporting Date in cash by Seller to the Company the remaining amount by payment of the Unpaid Balance of such Ineligible Receivables that has not been so appliedsame day funds; PROVIDED, in immediately available funds, not later than the relevant Settlement Date; provided, furtherFURTHER, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or paymentSettlement Date, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to the contrary, the provisions of this Section shall not be applicable to Reesx Xxxeivables for so long as Reesx Xxxeivables are excluded from the determinations identified in Section 1.5 to the Receivables Purchase Agreement.