Common use of Deemed Collections Clause in Contracts

Deemed Collections. If, on any day, the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of such reduction. If, on any day, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received with respect to such Pool Asset), Seller shall be deemed to have received a Collection of such Pool Asset in the amount of such difference. Any amount deemed to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In the event of any such Deemed Collection, Seller shall, if (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum of the Loan Investment Base and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit an amount equal to such Deemed Collection into the Concentration Account by no later than the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, within two (2) Business Days from the event giving rise to such Deemed Collection) for application as provided in this Agreement.

Deemed Collections. If, on any day, Upon the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result occurrence of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of such reduction. If, on any day, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received with respect to such Pool Asset), Seller Borrower shall be deemed to have received a Deemed Collection of and such Pool Asset in Deemed Collection shall be immediately applied to reduce the Net Receivables Balance by the amount of such difference. Any amount deemed to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In ; provided, however, that to the event extent the effect of any such Deemed CollectionCollection on the Net Receivables Balance shall cause a Borrowing Base Deficiency, Seller shall, if the Borrower shall deliver to the Servicer immediately available funds equal to the lesser of (ia) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum of all Deemed Collections deemed received by the Loan Investment Borrower and (b) an amount necessary to eliminate such Borrowing Base Deficiency, and Receivables Investment Base in each case, the Servicer shall remit the same to the Administrative Agent pursuant to Article II; provided, further that at such time all times after giving effect to such Deemed Collectionan Amortization Event has occurred and is continuing, deposit the Borrower shall pay an amount equal to such Deemed Collection into to the Concentration Collection Account by no later than to be distributed in the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, within two (2) Business Days from same manner as actual cash collections are distributed pursuant to Article II. In the event giving rise the Borrower receives or has received any payments in respect of any portion of a Receivable for which it has been deemed to have received a Deemed Collection (other than amounts payable by Seller under Section 3.2 of the Purchase Agreement), the Borrower shall promptly remit such Deemed Collection) payments to Seller for application as provided distribution to the related Originator. No such payments will be deemed to be a Collection or property of the Borrower or constitute Collateral hereunder and, until remitted in this Agreementaccordance with the foregoing, shall be instead be held in trust for Seller and the related Originator.

Deemed Collections. If, If on any day, day the Unpaid Outstanding Balance of a Pool Asset Receivable is either (x) reduced (but not cancelled) as a result of any Dilutiondefective or rejected goods or services, any cash discount or any adjustment by the Seller, the applicable Originator, the Transferor or the Servicer, (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction) or (z) canceled or amended and re-billed (not including corrections to bills occurring on the same day of the original invoice), the Seller shall be deemed to have received on such day a Collection of such Pool Asset Receivable in the amount of such reduction. If, on any day, reduction or cancellation; PROVIDED that in the case of a Pool Asset Receivable that is canceled (or reduced to zero) as a result of any Dilutionamended and re-billed, if the Seller's records show the connection between the original invoice and the re-billed invoice such that both invoices represent one and the same Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Asset Receivable in the amount equal to the difference between the amount due under such original invoice and the amount due under re-billed invoice. If on any day any of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less than the amount included representations or warranties in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received Article III are no longer true with respect to such Pool Asset)a Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Asset Receivable in full. If the amount of such difference. Any amount Seller receives any Collections or is deemed to have been received under receive Collections pursuant to this Section 3.2(a) 1.8 or otherwise, the Seller shall constitute a “Deemed Collection”. In immediately pay such Collections or deemed Collections to the event of any Servicer and, at all times prior to such Deemed Collectionpayment, such Collections shall be held in trust by the Seller shall, if (i) for the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum exclusive benefit of the Loan Investment Base Purchasers and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit an amount equal to such Deemed Collection into the Concentration Account by no later than the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, within two (2) Business Days from the event giving rise to such Deemed Collection) for application as provided in this AgreementAgent.

Deemed Collections. If, If on any day, day the Unpaid Balance outstanding balance of a Pool Asset Receivable is reduced (but not cancelled) or cancelled as a result of any Dilutiondefective or rejected goods or services, Seller any cash discount or adjustment (including as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, the related Originator shall be deemed to have received on such day a Collection of on such Pool Asset Receivable in the amount of such reductionreduction or cancellation. IfIf (i) any representation, on any daywarranty, covenant or other agreement of an Originator related to a Pool Asset Receivable is canceled not true or is not satisfied as of the date such Receivable was conveyed to Buyer, or (or reduced ii) such Originator has not taken the action required to zero) as be taken by it with respect to a result of any DilutionReceivable under Section 5.5, Seller such Originator shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) outstanding balance of such Pool AssetReceivable. IfWith respect to any Employer, on any day, if the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due actions required to the application of Collections received be taken with respect to such Pool Asset)Employer under Section 5.4 have not been taken within the time specified therein, Seller the related Originator shall be deemed to have received a Collection of on such Pool Asset day Collections in the aggregate outstanding amount of Receivables arising under or in connection with such differenceEmployer’s Relocation Services Agreement. Any amount All such Collections deemed to have been received by such Originator under this Section 3.2(a) 3.2 shall constitute a “Deemed Collection”be remitted by such Originator to Buyer within one Business Day after such deemed receipt in immediately available funds; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note of such Originator in lieu of all or part of such transfer. In To the event of extent that Buyer subsequently receives Collections with respect to any such Deemed CollectionReceivable, Seller shall, if (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at Buyer shall pay such time exceeds the sum of the Loan Investment Base and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit Originator an amount equal to the amount so collected, such Deemed Collection into amount to be payable in the Concentration Account by no later than the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, within two (2) Business Days from the event giving rise to such Deemed Collection) for application same manner and priority as provided in this Agreementdeferred purchase price.

Deemed Collections. If, on any day, the Unpaid Balance outstanding balance of a Pool Asset Purchased Receivable is reduced (but not cancelled) as a result of any DilutionDilution (other than any Dilutions specifically taken into account in determining the Purchase Price for such Receivable), the applicable Seller shall be deemed to have received on such day a Collection of such Pool Asset Purchased Receivable in the amount of such reduction. If, If on any day, day a Pool Asset Purchased Receivable is canceled cancelled (or reduced to zero) as a result of any DilutionDilution (other than any Dilutions specifically taken into account in determining the Purchase Price for such Receivable), the applicable Seller shall be deemed to have received on such day a Collection of such Pool Asset Purchased Receivable in the amount of the Unpaid Balance Outstanding Purchase Amount of such Purchased Receivable (as determined immediately prior to such Dilution) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received with respect to such Pool Asset), Seller shall be deemed to have received a Collection of such Pool Asset in the amount of such difference. Any amount deemed to have been received under this Section 3.2(a5(a) shall constitute a “Deemed Collection”. In ; provided, however, to the event of extent any Purchased Receivable for which a Deemed Collection is deemed to have been received has an existing Dilution Reserve that is greater than $0, no payment shall be required by any Seller with respect to any Deemed Collections on such Deemed Collection, Seller shall, if (i) the Liquidation Period has commenced, or (ii) Purchased Receivables until such time as the aggregate Total Investment at Deemed Collections on such time exceeds the sum of the Loan Investment Base and Receivables Investment Base at Purchased Receivable exceed such time after giving effect to such Deemed Collection, deposit an amount Purchased Receivable’s Dilution Reserve (which shall be reduced on a dollar for dollar basis equal to the amount of such Deemed Collection into until reduced to zero), and then only in the Concentration Account by no later than amount of such excess. The aggregate Dilution Reserve payable to a Seller in accordance with the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during terms hereof on any Settlement Date and the Liquidation Period, within two (2) Business Days from aggregate Deemed Collections payable on such Settlement Date may be netted against each other in making the event giving rise determination as to what payments are required on such Deemed Collection) for application as provided in this Agreementday.

Deemed Collections. If, If on any day, day the Unpaid Balance outstanding balance of a Pool Asset Receivable is reduced (but not cancelled) or cancelled as a result of any Dilutiondefective or rejected goods or services, any cash discount or adjustment (including as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, the Seller and the related Servicer shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation. If (i) any representation, warranty, covenant or other agreement of the Seller related to a Receivable is not true or is not satisfied as of the date a Purchase Interest was conveyed to the Agent on behalf of the Purchasers or, (ii) the Seller has not taken the action required to be taken by it with respect to a Receivable under Section 5.6, the Seller shall be deemed to have received on such day a Collection of such Pool Asset in the outstanding principal amount of such reductionReceivable. IfIf a Receivable was identified as an Eligible Receivable in any writing given to the Agent or the Purchasers, on any daybut was not an Eligible Receivable when so identified, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, the Seller and the related Servicer shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) outstanding balance of such Pool AssetReceivable. IfWith respect to any Employer, on any day, if the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due actions required to the application of Collections received be taken with respect to such Pool Asset)Employer under Section 5.5 have not been taken by the time specified in such Section, the Seller shall be deemed to have received a Collection of on such Pool Asset day Collections in the aggregate outstanding amount of Receivables arising under or in connection with such differenceEmployer’s Relocation Services Agreement. Any amount All such Collections deemed to have been received by the Seller and the related Servicer under this Section 3.2(a1.4(b) shall constitute a “Deemed Collection”. In be remitted by them to the event of any such Deemed Collection, Seller shall, if (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum of the Loan Investment Base and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit an amount equal to such Deemed Collection into the Concentration Account by no later than the fourth (4th) within one Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, within two (2such deemed receipt in accordance with Sections 5.1(i) Business Days from the event giving rise to such Deemed Collection) for application as provided in this Agreementand 5.2(i).

Deemed Collections. If on any day the Outstanding Balance of a Receivable in respect of a Receivable Interest held by Purchaser is either (x) reduced as a result of any defective or rejected goods or services, any cash discount or any adjustment by Seller or other Dilution, or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If, on any day, any of the Unpaid Balance representations or warranties in Section 2.1(g), (q) or (t) is no longer true with respect to any Receivable in respect of a Pool Asset is reduced (but Receivable Interest held by Purchaser or was not cancelled) as a result true on the date of any Dilutionpurchase hereunder, Seller shall be deemed to have received on such day a Collection of such Pool Asset Receivable in the amount of such reductionfull. If, on any day, a Pool Asset The Collection that Seller is canceled (or reduced to zero) as a result of any Dilution, Seller shall be deemed to have received on such day pursuant to the immediately preceding two sentences is referred to as a Collection of such Pool Asset in "Deemed Collection" and the amount of the Unpaid Balance (Deemed Collection is referred to as determined immediately prior to such Dilution) of such Pool Assetthe "Deemed Collection Amount". If, on any day, the Unpaid The Net Receivables Balance of a Pool Asset any Receivable Interest in which Seller is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received with respect to such Pool Asset), Seller shall be deemed to have received a Collection of such Pool Asset in the amount of such difference. Any amount shall be deemed to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In the event of any such Deemed Collection, Seller shall, if (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum immediately reduced as of the Loan Investment Base and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit an amount equal to date of such Deemed Collection into by the Concentration Account by no later than Deemed Collection Amount. If Seller receives any Collections or is deemed to receive Collections pursuant to this Section 1.8 or otherwise, the fourth (4th) Business Day after Seller shall immediately pay such Collections or Deemed Collection Amount to the Servicer obtains knowledge or notice thereof (or during the Liquidation Period, from its own funds for distribution pursuant to Sections 1.6 and 1.7 hereof. If any Deemed Collection Amount is not so paid within two (2) Business Days following the date that Seller's obligation to pay it arises, Purchaser may direct the Agent to withdraw such amounts from future distributions on Collections otherwise due to Seller hereunder pursuant to Sections 1.6 and 1.7 hereof. If any Deemed Collection Amount has not been paid by the first Distribution Date occurring after Seller's obligation to pay them arises, Purchaser may direct the Agent to withdraw the Deemed Collection Amount from any balance on deposit in the Equalization Account or Collection Account otherwise due Sellers hereunder. The withdrawal of funds from the event giving rise Equalization Account on account of the Seller's failure to remit any other Deemed Collection Amount shall not relieve Seller of its obligation to make immediate payment of any such Deemed Collection) for application as provided in this Agreementamounts, or constitute a cure of a Termination Event existing on account of Seller's failure to make such payment.

Deemed Collections. IfExcept for Overadvances permitted under Section 2.05, on any day, upon the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result occurrence of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of such reduction. If, on any day, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received with respect to such Pool Asset), Seller Borrower shall be deemed to have received a Deemed Collection and such Deemed Collection shall be immediately applied to reduce the Outstanding Balance of such Pool Asset in the Eligible Receivables by the amount of such difference. Any amount deemed to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In ; provided that if such reduction causes a Borrowing Base Deficiency, the event Borrower shall within one (1) Business Day of any the Borrower’s knowledge thereof deliver to the Servicer immediately available funds in an amount equal to the lesser of (a) the amount of such Deemed Collection, Seller shall, if Collection and (ib) the Liquidation Period amount necessary to eliminate such Borrowing Base Deficiency, and, in each case, the Servicer shall remit such amount to the Administrative Agent pursuant to this Article III; provided, further, that at all times after an Amortization Event has commencedoccurred and is continuing, or (ii) the aggregate Total Investment at such time exceeds the sum of the Loan Investment Base and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit Borrower shall pay an amount equal to such Deemed Collection into to the Concentration Collection Account to be distributed in the same manner as actual cash collections are distributed pursuant to this Article III. If the Borrower receives any payments in respect of any portion of a Receivable for which it has been deemed to have received a Deemed Collection (other than amounts payable by no later than the fourth (4th) Business Day after Seller under Section 2.04 of the Receivables Sale Agreement), the Borrower shall promptly remit such payments to the Seller for distribution, if applicable, to the related Originator. No such payments will be deemed to be a Collection or Servicer obtains knowledge property of the Borrower or notice thereof (or during constitute Collateral and, until remitted in accordance with the Liquidation Periodforegoing sentence, within two (2) Business Days from shall be instead be held in trust for the event giving rise to such Deemed Collection) for application as provided in this AgreementSeller and, if applicable, the related Originator.