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, (a) If on any dayday after the relevant Purchase Date a Purchased Receivable (or any part thereof) becomes a Diluted Receivable, 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 Purchased Receivable in (i) if such Purchased Receivable is cancelled, 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 full amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. IfPurchased Receivable or (ii) otherwise, in the full amount of such Dilution. (b) If on any day, Purchase Date in relation to a Purchased Receivable the Unpaid Balance of a Pool Asset such Purchased Receivable on such Purchase Date is less than the amount included in calculating Unpaid Balance on the Net Pool Balance basis of which the purchase price for purposes such Purchased Receivable has been determined pursuant to Clause 3.1(a) (Purchase price), then the Seller shall be deemed to have received, on such Purchase Date, a Deemed Collection equal to such reduction. (c) If on any day it is determined that any of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan the Receivables Representations was or Defaulted Receivable, as applicable, or due to the application of Collections received becomes untrue with respect to such Pool Asset)any Purchased Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Asset Purchased Receivable in the full amount of the Unpaid Balance of such difference. Any amount Purchased Receivable. (d) Following full payment of any Deemed Collection in respect of a Purchased Receivable, and solely to the extent that the Buyer subsequently receives Collections with respect to such Purchased Receivable, the Buyer shall, or shall cause the Servicer to, remit to the Seller such Collections. (e) Not later than the next Settlement Date after the Seller is notified in writing or otherwise becomes aware that it has been deemed pursuant to this Clause 4.3 to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In the event of any such Deemed Collection, the Seller shall, if (i) shall pay to 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 Servicer an amount (in the currency in which such Purchased Receivable is denominated) equal to such Deemed Collection into and (ii) such amount shall be applied by the Concentration Account by no later than Servicer as a Collection in accordance with clause 4.1 (Allocation and Distribution of Available Funds) of the fourth Servicing Deed (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during which payment shall be satisfied to the Liquidation Period, within two (2) Business Days from extent such amount is included in the event giving rise to such Deemed Collection) for application as provided Available Collections Set-off Amount in this Agreementthe applicable currency).

Deemed Collections. If28.1 Upon the occurrence of any one of the following events: (i) the issue of any Credit Notes or Commercial Discounts as referred to in Article 24.2, in relation to any Sold Receivables; (ii) any contract, which gives rise to a Sold Receivable, has been terminated and the relevant goods have been billed but remain to be delivered by any Seller, in whole or in part, on the termination date of such contract; (iii) any dayset-off agreed by any Seller or by operation of law or by a court decision between debts owed to any Debtor and the Sold Receivables against such Debtor; (iv) any Sold Receivable has been cancelled, in whole or in part; (v) any Amended Invoice arises; (vi) the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result issue of any DilutionCredit Note over Snow Tires, in relation to any Sold Receivables; or (vii) the issue of any Year End Rebates, in relation to any Sold Receivables, unless such Year End Rebates have been cancelled or paid in cash by the relevant Seller; the relevant Seller shall be deemed to have received on the amount it would have collected if such day event had not occurred (the “Deemed Collection”), provided that no Deemed Collection shall be due as a result of a Debtor’s failure, independent from and beyond one Seller’s control and from any of (i) through (vii) above, to make payments in respect of Sold Receivables. Moreover, given the internal billing procedures of each Seller, it may be the case that certain Sold Receivables are declared by a Seller as being extinguished partially or completely, in an Assessment Report and/or in any electronic file attached thereto, even though such Sold Receivables have not been fully paid by their respective Debtors (the “Deemed Extinguished Receivables”). Therefore, in order to offset the absence of any payment of cash collections arising in relation to such Deemed Extinguished Receivables, such Deemed Extinguished Receivables shall be considered as a Deemed Collection and shall be paid pursuant to Articles 28.2 and 28.3. 28.2 The relevant Sellers, the Centralising Unit and the Agent shall cooperate to determine the amount of Deemed Collections, provided that: (i) during the Replenishment Period, the amount of Deemed Collections shall be debited from the Current Account through the adjustment of Adjusted Collections (as provided in the definition of such Pool Asset term); (ii) during the Amortisation Period, the amount of Deemed Collections shall be transferred by the Centralising Unit to the Purchaser’s Account on each Funded Settlement Date and on each Intermediary Settlement Date. 28.3 In the event that any Seller or, as the case may be, the Centralising Unit, acting in the name and on behalf of the Sellers, fails to pay any Deemed Collections as required pursuant to Article 28.2 (ii), the Purchaser may automatically set-off (a) the amount of such reduction. If, on Deemed Collections against (b) any day, a Pool Asset is canceled (amount due or reduced thereafter 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 become due to such Dilution) of such Pool AssetSeller or, as the case may be, to the Centralising Unit, under the Transaction Documents. If, on any dayAs soon as practicable, the Unpaid Balance Purchaser shall notify the Centralising Unit after exercise of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes its right 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”set-off. In the event of any that, notwithstanding such set-off, Deemed CollectionCollections still remain unpaid, Seller shallthe Purchaser shall have recourse against the relevant Seller’s assets or, if (i) as the Liquidation Period has commencedcase may be, or (ii) against the aggregate Total Investment at such time exceeds Centralising Unit’s assets, but only to the sum extent 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 amounts remaining unpaid. Any unpaid Deemed Collection into shall remain outstanding until it has been paid in full in accordance with 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 Agreementpresent Article 28.3.

Deemed Collections. If, If on any dayday (a) the Trustee on behalf of the Secured Parties does not own or have a valid and perfected first priority security interest in any Loan and Related Property (subject to Permitted Liens) or (b) any representation or warranty that such Loan was an Eligible Loan was not true when made, then upon the earlier of the Borrower’s receipt of notice from the Agent or the Borrower becoming aware thereof and the Borrower’s failure to cure such breach within 30 days (if cure is reasonably possible and otherwise immediately upon receipt of such notice or the Borrower becoming aware), the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result of any Dilution, Seller Borrower 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 collection (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”) of such Loan in full and shall on such day pay to the Trustee on behalf of the Secured Parties an amount equal to (x) the sum of (i) the amount determined by multiplying the percentage set forth in the definition of Advance Rate herein applicable to such Loan times the Outstanding Loan Balance of such Loan on the date of repurchase, plus (ii) accrued Interest to be applied to the pro rata reduction of the Advances Outstanding, plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction required as a result of the Deemed Collection, plus (z) any other costs and expenses related to the retransfer of such Loan and any Related Property contemplated by this Section 2.4. In the event of connection with 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 Trustee on behalf of the Secured Parties shall automatically and without further action (unless otherwise necessary or requested by the Borrower or Servicer, in which event the Trustee is hereby authorized to execute and deliver such instruments and documents as may be requested by the Borrower or the Servicer) be deemed to release the Lien on such Loan Investment Base and Receivables Investment Base at such time after giving effect any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to such Deemed Collectionthe Borrower, deposit an amount equal free and clear of any Lien created by the Trustee on behalf of the Secured Parties, all of the right, title and interest of the Trustee on behalf of the Secured Parties in, to, and under the Loan and any Related Property with respect to which the Agent has received such Deemed Collection into the Concentration Account by no later than the fourth (4th) Business Day after Seller such Loan a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express 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 Agreementimplied.

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 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. If, For the purposes of this Section 1.4: (i) if on any day, day the Unpaid Outstanding Balance of a any Pool Asset Receivable is reduced (but not cancelled) or adjusted as a result of any Dilutiondefective, damaged, rejected, returned, repossessed or foreclosed goods or services, or any discount, rebate, credit, counterclaim, billing error or other adjustment made (other than cash Collections) by the Seller, any Originator or any Servicer, or any setoff or dispute between the Seller, any Originator or any Servicer and an Obligor, 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, reduction or adjustment; (ii) if on any dayday any of the representations or warranties in paragraphs (e), a (f) or (k) of Section 1 of Exhibit III is not true with respect to any Pool Asset is canceled (or reduced to zero) as a result of any DilutionReceivable, the Seller shall be deemed to have received on such day a Collection of such Pool Asset Receivable in full and the amount of the Unpaid Outstanding 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 Receivable shall be deemed to be zero; (iii) if and to the extent the Agent, the Purchaser or any other Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official as a result of a Bankruptcy Event) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent or the Purchaser, as the case may be, shall have a Collection claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (iv) all payments made by an Obligor which is obligated to make payments on Pool Receivables but is not obligated to make any payments on Excluded Receivables shall be conclusively presumed to be payments on account of Pool Receivables, and all payments made by an Obligor which is obligated to make payments on Excluded Receivables but is not obligated to make any payments on Pool Receivables shall be conclusively presumed to be payments on account of Excluded Receivables; (v) all payments made by an Obligor which is obligated to make payments with respect to both Pool Receivables and Excluded Receivables shall be applied against the specific Pool Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Pool Receivables with respect to which such payments should be applied and in accordance with the calculations performed by the Administrator in respect of such payments under the Administration Agreement; and (vi) if an Obligor makes a payment but does not designate the Receivable to which such payment applies, then, except as otherwise required by applicable law or the relevant Contract, such payment shall be applied to the Pool Receivables of such Obligor in the order of the age of such Pool Asset in Receivables, starting with the amount of oldest 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 AgreementPool Receivable.

Deemed Collections. If, (a) If on any day, day the Unpaid Outstanding Balance of a Pool Asset Funded Receivable is either (x) reduced (but not cancelled) or cancelled as a result of any Dilutioncash discount or any adjustment by the Seller, or (y) reduced or cancelled as a result of a set-off 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 Pool Asset Receivable in the amount of such reduction. Ifreduction or, if such Receivable is cancelled, in the amount of the Outstanding Balance thereof in full (calculated as of the point in time immediately prior to the applicable reduction or cancellation) and the Seller shall forthwith deliver an amount equal to such Collection to the Servicer. (b) If the representation and warranty in Section 3.1(h) is not true with respect to a Funded Receivable at the time made or deemed made or on any dayday a Funded Receivable is reported to be an Eligible Receivable (including by being included in a Servicer Report as an Eligible Receivable) when it is not an Eligible Receivable, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of the Outstanding Balance of such Pool Asset Receivable in full and the Seller shall forthwith deliver an amount equal to such Collection to the Servicer. (c) If on any day the Seller shall extend, amend or otherwise modify the terms of any Funded Receivable, or amend, modify or waive any term or condition of the Unpaid Balance (as determined immediately prior to Contract under which such Dilution) Receivable arises, in each case, in a manner which materially adversely affects the collectibility of such Pool Asset. If, on any dayReceivable thereunder, 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 on such day a Collection of the Outstanding Balance of such Receivable in full (or, in the case of any amendment of the terms of any Receivable which merely reduces the Outstanding Balance of such Receivable, a Collection of such Pool Asset Receivable in the amount of such difference. Any amount deemed to have been received under this Section 3.2(areduction) and the Seller 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 forthwith deliver an amount equal to such Deemed Collection into to the Concentration Account Servicer; provided, however, that no such extension, amendment, modification or waiver shall be made except in accordance with Section 6.3(a) hereof. (d) Any payment by no later an Obligor in respect of any indebtedness owed by it to the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law, be applied as a Collection of any Receivable of such Obligor starting with the oldest such Receivable, unless the Seller has determined in accordance with its usual practices that such payment should be applied against any other Receivable of such Obligor. (e) Upon the delivery by the Seller of a Collection of the Outstanding Balance of a Receivable in full pursuant to Section 2.12(a), (b) or (c), (i) the Purchaser shall automatically, without the requirement for any further formality, document or instrument of assignment, be deemed to sell and assign to the Seller or its designee, without recourse, representation or warranty (express, implied, statutory or otherwise) except for the Purchaser’s warranty that the Purchased Interest therein is not subject to any Adverse Claim created by, through or in favour of, the Purchaser, all of the Purchaser’s right, title and interest in and to such Receivable, all Related Security with respect to such Receivable, all Collections (other than the fourth deemed Collections, with respect thereto) and all proceeds of any of the foregoing; and (4thii) Business Day after such Receivable shall cease to be a Receivable for the purpose of this Agreement and any other Transaction Documents. The Purchaser shall, at the Seller’s sole expense, execute such documents and instruments of transfer or assignment, release, reconveyance or discharge, as the case may be, and take such other actions as may be reasonably requested by the Seller or Servicer obtains knowledge or notice thereof to effect the sale and assignment by the Purchaser to the Seller of such Purchased Interest pursuant to this Section 2.12. (or during f) Notwithstanding anything else contained herein, the Liquidation Period, within two (2) Business Days from obligation of the event Seller to make a Collection in respect of any of the matters contemplated by this Section 2.12 shall constitute the sole remedy available to the Purchaser in respect of any such matters and the making of such Collection by the Seller in accordance with the terms of this Section 2.12 shall be deemed to cure the circumstances giving rise to the requirement to deliver such Deemed Collection) for application as provided in this AgreementCollection and any related Termination Event or Potential Termination Event.

Deemed Collections. If, 8.1 If on any day, : (a) a Receivable becomes a Disputed Receivable; (b) the Unpaid Balance Nominal Amount of any Receivable is reduced by reason of any set-off or counterclaim or any discount or other trade credit; (c) the effectively collectible amount of a Pool Asset Receivable is reduced (but not cancelled) as a result by reason of any Dilution, deduction on account of tax; or (d) the Seller is entitled to claim from any tax authorities a refund of any amount of VAT included in a Receivable; the Seller shall be deemed to have received on such day a Collection “Deemed Collection” in an amount equal to the nominal amount of such Pool Asset Receivable plus any reasonable expenses that the Initial Purchaser has already incurred in connection with the administration or attempted collection of such Receivable (in the case of paragraphs (a) to (c)), or the amount of such reduction. Ifcollection, reduction or refund (in the case of paragraphs (d)). 8.2 If on any day, a Pool Asset day the Seller 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 Deemed Collection, the Seller shall promptly pay the amount thereof to the Initial Purchaser by transfer to the Initial Purchaser Account. 8.3 If any Receivable which is or is purported to be sold and assigned to the Initial Purchaser hereunder shall have been collected in whole or in part prior to the Purchase Date without such Collection of such Pool Asset in having been deducted from the face amount of such difference. Any amount deemed Receivable prior to the Purchase Date, then the portion thereof which shall have been so collected shall be treated for the purposes of this Agreement as a Deemed Collection thereof which has been received under this Section 3.2(a) shall constitute on the date of the Purchase Date. 8.4 Upon receipt of the payment referred to in Clause 8.2 on account of a “Deemed Collection”. In the event of any such Deemed Collection, Seller the Initial Purchaser shall, if to the extent of such payment, transfer (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum by way of subrogation pursuant to Article 1250-1o of the Loan Investment Base French Civil Code) to the Seller (without recourse or warranty on the part of the Initial Purchaser and Receivables Investment Base at such time after giving effect the sole cost of the Seller) in the relevant Receivable or fraction thereof. The Initial Purchaser shall execute a quittance subrogative (in the form set out in Schedule 12 (Modèle de Quittance Subrogative) relating to such Deemed CollectionReceivable in accordance with the requirements of the French Civil Code and thereupon the Seller shall have acquired all rights and interest in respect of such Receivable and shall be subrogated (subrogé) to all the rights of the Initial Purchaser in respect of such Receivable. To the extent, deposit an amount equal however, that the Initial Purchaser has transferred such Receivable to any third party, such Deemed Collection into subrogation of the Concentration Account by no later than Receivable to the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during shall be subject to the Liquidation Period, within two (2) Business Days rights of such third party and shall only take place if and when the Initial Purchaser is able itself to obtain a re-assignment of the relevant Receivables from the event giving rise to such Deemed Collection) for application as provided in this Agreementthird party.

Deemed Collections. If, 12.1 If on any dayday (i) any representation or warranty in Clause 8 in respect of a Receivable proves at any time to have been incorrect when made or (ii) any Receivable proves not to have been an Receivable at the Purchase Date, the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result of any Dilution, Seller Supplier shall be deemed to have received on such day a Collection collection (a Deemed Collection) in an amount equal to the Outstanding Nominal Amount of such Pool Asset Receivable; provided that this Clause 12.1 shall not apply to any Receivable in respect of which a Customer fails to pay amounts lawfully owed (Delkredere) solely by reason of the Customer's Insolvency. 12.2 If the Outstanding Nominal Amount of any Receivable is reduced by reason of (i) any set-off or counterclaim, (ii) any discount or other trade credit or (iii) if any Receivable becomes a Diluted Receivable for any other reason, then the Supplier shall be treated as having received the amount of such reduction on the date of such reduction for such Receivable in addition to any other amounts which may be received or receivable on such Receivable and such reduction shall for the purposes of this Agreement be treated as a Deemed Collection in an amount equal to the amount of such reduction. If. 12.3 If any Receivable which is purported to be assigned to CCH hereunder shall have been collected in whole or in part (including a Deemed Collection pursuant to Clause 12.2) prior to the Purchase Date, on any day, a Pool Asset is canceled (or reduced to zero) then amounts so collected shall be treated for the purposes of this Agreement as a result Deemed Collection thereof received on the date of the Purchase Date. 12.4 The Supplier shall hold any DilutionDeemed Collections for and to the order of CCH and shall pay such Deemed Collections to CCH's account without any undue delay. 12.5 Upon payment of the Deemed Collection by the Supplier to CCH, Seller the relevant Receivable and the Related Security shall be deemed re-assigned to have received the Supplier (without recourse or warranty on such day a Collection the part of such Pool Asset in CCH and at the amount sole cost of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. If, on Supplier and without any day, further purchase price payable by 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 AssetSupplier), 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(a) If on any day a Dilution shall have occurred with respect to any Transferred Receivable, then, on any such 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 Collections in the amount of such reduction. IfDilution and shall pay such Collections to the Purchaser. (i) Except as expressly set forth in Section 6.1(b)(ii), if on any day, a Pool Asset day it is canceled (or reduced to zero) determined that any Transferred Receivables did not satisfy the Transferred Receivable Representations and Warranties 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 dayapplicable Purchase Date, 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 Transferred Receivable in the amount of the unpaid balance of such differenceTransferred Receivable. Any amount deemed To the extent that the Purchaser (or the Servicer, on the Purchaser’s behalf) subsequently receives Collections with respect to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In the event of any such Deemed CollectionTransferred Receivable, the Purchaser shall pay the 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 the amount so collected, such Deemed Collection into amount to be payable as and when collected. (ii) Notwithstanding anything contained in Section 6.1(b)(i) to the Concentration Account by contrary, the Seller shall have no obligation to make a payment of deemed collections pursuant to Section 6.1(b)(i) with respect to a Transferred Receivable that did not satisfy the Transferred Receivable Representations and Warranties as of the applicable Purchase Date so long as any such Transferred Receivable was not deemed to be eligible for inclusion in the calculation of the Borrowing Base at any time. (c) If during any calendar week, the Seller is deemed pursuant to Section 6.1(a) or (b) to have received any Collections, the Seller shall no later than the fourth Tuesday following such calendar week transfer to the Purchaser in immediately available funds the amount of such deemed Collections by remitting such amounts to the Servicer and instructing the Servicer to deposit such amounts in the Agent’s Account in accordance with Section 2.2 of the Servicing Agreement. (4thd) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during Notwithstanding anything to the Liquidation Period, within two (2) Business Days from the event giving rise to such Deemed Collection) for application as provided contrary contained in this AgreementSection 6.1, the Seller may, at its option, in lieu of making any payment of deemed Collections, contribute additional Receivables to the Purchaser by delivery of a Assignment in accordance with the terms of Section 2.2(b).

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.

Deemed Collections. If, If on any day, (i) the Unpaid Outstanding Balance of a any Pool Asset Receivable is (without duplication) (A) reduced (but not cancelled) or cancelled as a result of any DilutionDilution Adjustment, Seller shall be deemed to have received on or (B) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof (whether such day claim arises out of the same or a Collection of such Pool Asset in the amount of such reduction. Ifrelated or an unrelated transaction), on any day, a Pool Asset is canceled or (C) reduced or reduced to zero) cancelled as a result of any Dilutiontariff or other governmental or regulatory action, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance or (as determined immediately prior to such DilutionD) 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 Settlement Report (for any reason other than such Pool Asset Receivable becoming a Defaulted Loan Receivable), or (ii) any of the representations or Defaulted Receivable, as applicable, warranties of the Seller set forth in Section 6.1(l) or due to the application of Collections received (p) were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Seller set forth in Section 6.1(l) are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by the Originator pursuant to the Sale Agreement, then, on such Pool Asset)day, the Seller shall be deemed to have received a Collection of such Pool Asset Receivable (I) in the case of clause (i) above, in the amount of such differenceDilution Adjustment or such other reduction or cancellation or such difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of clause (ii) above, in the amount of the Outstanding Balance of such Pool Receivable. Any amount Collections deemed to have been received by the Seller under this Section 3.2(a) shall constitute a “are herein referred to as "Deemed Collection”. Collections." In the event that the Seller receives a Deemed Collection with respect to the full Outstanding Balance of any a Pool Receivable, the Administrator, on the Purchaser's behalf, shall be deemed to have reconveyed such Deemed Collection, Seller shall, if Receivable and Related Rights with respect thereto (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum after application 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 elsewhere in this Agreement) to the Seller, without recourse, representation or warranty, but free and clear of all Liens created solely by the Administrator, and such reconveyed Receivable and all Related Rights with respect thereto shall no longer be subject to the terms of this Agreement.

Deemed Collections. If, If on any day, (i) the Unpaid Balance of a any Pool Asset is Receivable is (A) reduced (but not cancelled) as a result of any Dilutiondefective, rejected or returned merchandise or services, any cash discount, or any other adjustment by any Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of such reduction. IfParty or any Affiliate thereof, on any day, a Pool Asset is canceled (or reduced to zero) as a result of any Dilutiontariff or other governmental or regulatory action, Seller shall be deemed to have received on or (B) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such day a Collection of such Pool Asset in the amount claim arises out of the Unpaid Balance same or a related or an unrelated transaction), or (as determined immediately prior C) reduced on account of the obligation of any Seller Party or any Affiliate thereof to such Dilutionpay to the related Obligor any rebate or refund, or (D) 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 Settlement Report (for any reason other than such Pool Asset Receivable becoming a Defaulted Loan Receivable), or (ii) any of the representations or Defaulted Receivable, as applicable, warranties of the Seller set forth in Section 6.1(l) or due to the application of Collections received (p) were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Seller set forth in Section 6.1(l) are no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by the applicable Originator pursuant to the Sale Agreement, then, on such Pool Asset)day, the Seller shall be deemed to have received a Collection of such Pool Asset Receivable (I) in the case of clause (i) above, in the amount of such differencereduction or cancellation or the difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and (II) in the case of clause (ii) above, in the amount of the Unpaid Balance of such Pool Receivable. Any amount Collections deemed to have been received by the Seller under this Section 3.2(a) shall constitute a “are herein referred to as "Deemed Collection”. In the event of any such Deemed Collection, Seller Collections." The Purchaser shall, if (i) with respect to any Pool Receivable as to which the Liquidation Period full Deemed Collection due under clause II above has commencedbeen received by the Purchaser, or (ii) the aggregate Total Investment at such time exceeds the sum upon receipt 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 by the Concentration Account Purchaser, reconvey to the Seller, without recourse, representation or warranty by no later than the fourth (4th) Business Day after Purchaser, all of the Purchaser's right, title and interest in such Pool Receivable. Such Pool Receivable shall be released from any Lien thereon created hereby and the Seller shall be deemed to reconvey to the related Originator, without recourse, representation or Servicer obtains knowledge or notice thereof (or during warranty by the Liquidation PeriodSeller, within two (2) Business Days from all of the event giving rise to Seller's right, title and interest in such Deemed Collection) for application as provided in this AgreementPool Receivable.

Deemed Collections. If28.1 Upon the occurrence of any one of the following events: (i) the issue of any Credit Notes or Commercial Discounts as referred to in Article 24.2, in relation to any Sold Receivables; (ii) any contract, which gives rise to a Sold Receivable, has been terminated and the relevant goods have been billed but remain to be delivered by any Seller, in whole or in part, on the termination date of such contract; (iii) any dayset-off agreed by any Seller or by operation of law or by a court decision between debts owed to any Debtor and the Sold Receivables against such Debtor; (iv) any Sold Receivable has been cancelled, in whole or in part; (v) any Amended Invoice arises; (vi) the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result issue of any DilutionCredit Note over Snow Tires, in relation to any Sold Receivables; or (vii) the issue of any Year End Rebates, in relation to any Sold Receivables, unless such Year End Rebates have been cancelled or paid in cash by the relevant Seller; the relevant Seller shall be deemed to have received on the amount it would have collected if such day event had not occurred (the "Deemed Collection"), provided that no Deemed Collection shall be due as a result of a Debtor's failure, independent from and beyond one Seller's control and from any of (i) through (vii) above, to make payments in respect of Sold Receivables. Moreover, given the internal billing procedures of each Seller, it may be the case that certain Sold Receivables are declared by a Seller as being extinguished partially or completely, in an Assessment Report and/or in any electronic file attached thereto, even though such Sold Receivables have not been fully paid by their respective Debtors (the "Deemed Extinguished Receivables"). Therefore, in order to offset the absence of any payment of cash collections arising in relation to such Deemed Extinguished Receivables, such Deemed Extinguished Receivables shall be considered as a Deemed Collection and shall be paid pursuant to Articles 28.2 and 28.3. 28.2 The relevant Sellers, the Centralising Unit and the Agent shall cooperate to determine the amount of Deemed Collections, provided that: (i) during the Replenishment Period, the amount of Deemed Collections shall be debited from the Current Account through the adjustment of Adjusted Collections (as provided in the definition of such Pool Asset term); (ii) during the Amortisation Period, the amount of Deemed Collections shall be transferred by the Centralising Unit to the Purchaser's Account on each Funded Settlement Date and on each Intermediary Settlement Date. 28.3 In the event that any Seller or, as the case may be, the Centralising Unit, acting in the name and on behalf of the Sellers, fails to pay any Deemed Collections as required pursuant to Article 28.2 (ii), the Purchaser may automatically set-off (a) the amount of such reduction. If, on Deemed Collections against (b) any day, a Pool Asset is canceled (amount due or reduced thereafter 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 become due to such Dilution) of such Pool AssetSeller or, as the case may be, to the Centralising Unit, under the Transaction Documents. If, on any dayAs soon as practicable, the Unpaid Balance Purchaser shall notify the Centralising Unit after exercise of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes its right 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”set-off. In the event of any that, notwithstanding such set-off, Deemed CollectionCollections still remain unpaid, Seller shallthe Purchaser shall have recourse against the relevant Seller's assets or, if (i) as the Liquidation Period has commencedcase may be, or (ii) against the aggregate Total Investment at such time exceeds Centralising Unit's assets, but only to the sum extent 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 amounts remaining unpaid. Any unpaid Deemed Collection into shall remain outstanding until it has been paid in full in accordance with 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 Agreementpresent Article 28.3.

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. If7.1 If and to the extent the Buyer or a subsequent owner of the Receivables shall be required for any reason to pay over to a Debtor, any Transaction Party or any other Person (other than in accordance with the Transaction Documents) any amount received by itself or on its behalf under this Agreement, or any daysubsequent Receivables Purchase Agreement or the Servicing Agreement, the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result of any Dilution, Seller such amount shall be deemed not to have been so received on but rather to have been retained by the Seller, and, accordingly, the Buyer or a subsequent owner (as the case may be) shall have a claim against the Seller (without duplication) for such day amount in the relevant Approved Currency as a Deemed Collection, payable when and to the extent that any distribution to such Debtor, or any Transaction Party or any other Person (as the case may be) is made in respect thereof. The Seller shall pay or cause to be paid an amount in the relevant Approved Currency equal to such Deemed Collection to the relevant Collection Account within two (2) Business Days. 7.2 If at any time after the purchase of a Purchased Receivable hereunder, any Dilution occurs in respect of such Pool Asset Purchased Receivable and has been identified in accordance with the Cleared Invoice Allocation, the Seller shall pay or cause to be paid an amount in the amount of relevant Approved Currency equal to such reduction. If, on any day, a Pool Asset is canceled (or reduced to zero) Dilution as a result of Deemed Collection into the relevant Collection Account within two (2) Business Days. 7.3 If 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 representation or warranty 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 untrue or Defaulted Receivable, as applicable, or due to the application of Collections received incorrect with respect to such Pool Asset)any Receivable sold under this Agreement, the Seller shall pay or cause to be paid an amount equal to the Purchase Price paid for such Receivable as a Deemed Collection to the relevant Collection Account within two (2) Business Days. Following such payment, the relevant Receivable shall cease to be part of the Portfolio. 7.4 If any Deemed Collection (other than referred to in Clauses 7.1, 7.2 or 7.3) is received, or deemed to have received a Collection of such Pool Asset in be received, by the amount of such difference. Any amount deemed Seller, the Seller shall pay or cause 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 be paid an amount equal to such Deemed Collection into to the Concentration relevant Collection 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 Days. 7.5 Any amounts paid or caused to be paid by the Seller into the relevant Collection Account in accordance with Clauses 7.1, 7.2 and 7.3 above shall for the purposes of the Transaction Documents be treated as Collections. 7.6 Subject to Clause 14.2, in the event giving rise of the occurrence of an Originator Termination Event in respect of the Seller, an amount equal to the Unpaid Balance of all Receivables sold by the Seller and at such time owned by the Main SPV shall for the purposes of the Transaction Documents be treated as Collections deemed to be received by the Seller. The Seller shall remit such Deemed CollectionCollections to Main SPV within two (2) for application as provided in this AgreementBusiness Days.

Deemed Collections. If28.1 Upon the occurrence of any one of the following events: (i) the issue of any Credit Notes or Commercial Discounts as referred to in Article 24.2, in relation to any Sold Receivables; (ii) any contract, which gives rise to a Sold Receivable, has been terminated and the relevant goods have been billed but remain to be delivered by any Seller or by any Nominee Company, in whole or in part, on the termination date of such contract; (iii) any dayset-off agreed by any Seller or by any Nominee Company, or by operation of law or by a court decision between debts owed to any Debtor and the Unpaid Balance of a Pool Asset is reduced Sold Receivables against such Debtor; (but not iv) any Sold Receivable has been cancelled, in whole or in part; (v) as a result any Amended Invoice arises; (vi) the issue of any DilutionCredit Note over Snow Tires, in relation to any Sold Receivables; or (vii) the issue of any Year End Rebates, in relation to any Sold Receivables, unless such Year End Rebates have been cancelled or paid in cash by the relevant Seller or Nominee Company,; the relevant Seller shall be deemed to have received on the amount it would have collected if such day event had not occurred (the “Deemed Collection”), provided that no Deemed Collection shall be due as a result of a Debtor’s failure, independent from and beyond one Seller’s or Nominee Company’s control and from any of (i) through (vii) above, to make payments in respect of Sold Receivables. Moreover, given the internal billing procedures of each Seller and/or the respective Nominee Company, it may be the case that certain Sold Receivables are declared by a Seller as being extinguished partially or completely, in an Assessment Report and/or in any electronic file attached thereto, even though such Sold Receivables have not been fully paid by their respective Debtors (the “Deemed Extinguished Receivables”). Therefore, in order to offset the absence of any payment of cash collections arising in relation to such Deemed Extinguished Receivables, such Deemed Extinguished Receivables shall be considered as a Deemed Collection and shall be paid pursuant to Articles 28.2 and 28.3. 28.2 The relevant Sellers, the Centralising Unit and the Agent shall cooperate to determine the amount of Deemed Collections, provided that: (i) during the Replenishment Period, the amount of Deemed Collections shall be debited from the Current Account through the adjustment of Adjusted Collections (as provided in the definition of such Pool Asset term); (ii) during the Amortisation Period, the amount of Deemed Collections shall be transferred by the Centralising Unit to the Purchaser’s Account on each Funded Settlement Date and on each Intermediary Settlement Date. 28.3 In the event that any Seller or, as the case may be, the Centralising Unit, acting in the name and on behalf of the Sellers, fails to pay any Deemed Collections as required pursuant to Article 28.2 (ii), the Purchaser may automatically set-off (a) the amount of such reduction. If, on Deemed Collections against (b) any day, a Pool Asset is canceled (amount due or reduced thereafter 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 become due to such Dilution) of such Pool AssetSeller or, as the case may be, to the Centralising Unit, under the Transaction Documents. If, on any dayAs soon as practicable, the Unpaid Balance Purchaser shall notify the Centralising Unit after exercise of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes its right 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”set-off. In the event of any that, notwithstanding such set-off, Deemed CollectionCollections still remain unpaid, Seller shallthe Purchaser shall have recourse against the relevant Seller’s assets or, if (i) as the Liquidation Period has commencedcase may be, or (ii) against the aggregate Total Investment at such time exceeds Centralising Unit’s assets, but only to the sum extent 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 amounts remaining unpaid. Any unpaid Deemed Collection into shall remain outstanding until it has been paid in full in accordance with 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 Agreementpresent Article 28.3.

Deemed Collections. If, If on any day, : (i) the Unpaid Balance of a any Pool Asset is Receivable is: (A) reduced (but not cancelled) or 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 ; and (or reduced to zeroB) 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 Portfolio Balance for the Receivable Pool Balance relating to such Receivable for purposes of any Information Package (for any reason other than as a result of Dilution or such Pool Asset Receivable becoming a Defaulted Loan or Defaulted Receivable, as applicable, Receivable or due to the application of Collections received with respect to such Pool AssetReceivable); (ii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable or in respect of any ISC Upgrade Receivable, the Upgrade Program) is extended, amended, waived or otherwise modified (except as expressly permitted under Section 8.2(b)); (iii) the due date for payment of any Pool Receivable is extended to a date that is more than 30 days after such Pool Receivable’s original due date; or (iv) any of the representations or warranties of any Seller set forth in Section 6.1(n) were untrue when made with respect to any Pool Receivable; then, on such day, the Sellers shall be deemed to have received a Collection of such Pool Asset in Receivable and the amount of such difference. Any amount deemed Sellers shall pay to have been received under this Section 3.2(athe applicable Administrative Agent (for the Purchaser Agents) shall constitute a “Deemed Collection”. In on 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 next Settlement Date (or during the Liquidation PeriodPeriod or after the occurrence of an Event of Termination, a Collection Control Event or a Non-Reinvestment Event that remains continuing, within two one (21) Business Days Day from the event giving rise to such Deemed Collection) for application as provided in this AgreementAgreement an amount equal to: (1) in the case of clause (i) above, in the amount of such reduction or cancellation or the difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Pool Receivable in calculating the Net Portfolio Balance for the related Receivable Pool or, with respect to clauses (ii) and (iii) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Pool Receivable in the sole determination of the applicable Administrative Agent, as applicable; or (2) in the case of clause (iv) above, in the amount of the entire Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such representations or warranties were or are untrue. Collections deemed received by the Sellers under this Section 3.2(a) are herein referred to as “Deemed Collections”. If the Deemed Collections in respect of any Pool Receivable relating to a Receivable Pool is determined as provided in clause (2) above, upon the payment or deemed payment of such Deemed Collections, the portion of the RPA Deferred Purchase Price relating to such Pool Receivable shall be deemed to be fully satisfied and discharged, without any further action on the part of any Person. Notwithstanding anything to the contrary set forth herein (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a) and 7.6(b) and 8.2(b)), neither the Servicer nor any Seller shall permit any Obligor with respect to an ISC Receivable to extend, amend, terminate, waive or otherwise modify the related ISC Contract or the Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable unless prior to any such extension, amendment, termination, waiver or modification a corresponding Deemed Collection payment equal to the amount of such reduction in respect of the related Pool Receivable is made in connection therewith.

Deemed Collections. If, (a) If on any dayday an Acquired Receivable or any part thereof becomes a Diluted Receivable, the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result of any Dilution, Seller Transferor shall be deemed to have received on such day a Collection of such Pool Asset Acquired Receivable in the amount of such reduction. If, Diluted Receivable or part thereof. (b) If on any dayday it is determined that any of the representations or warranties in Section 4.1 (Representations and Warranties of the Transferor) was untrue with respect to an Acquired Receivable on the date of transfer hereunder to the Transferee, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, Seller the Transferor shall be deemed to have received on such day a Collection of such Pool Asset Acquired Receivable in the an amount of equal to the Unpaid Balance thereof. (as determined immediately prior to such Dilutionc) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less Not later 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 Settlement Date related to the application of Collections Calculation Period in which such Collection is deemed to have been received pursuant to this Section 2.3 (and, if a Seller Event has occurred with respect to such Pool Asset)a Seller under the U.S. RPA or Portfolio Event has occurred and is continuing or the Termination Date has occurred, Seller shall be not later than the second (2nd) Local Business Day after a Responsible Officer of the Transferor is notified in writing or otherwise becomes aware that it has been deemed pursuant to this Section 2.3 to have received a Collection of with respect to a Receivable the Transferor acquired from such Pool Asset Seller, as applicable) the Transferor shall deposit (or shall cause the applicable Seller under the U.S. RPA to deposit) in a U.S. Collection Account, in same day funds, the amount of such differenceDeemed Collection. Notwithstanding the foregoing, so long as no Seller Event (with respect to the applicable Seller) or Portfolio Event has occurred and is continuing and the Termination Date has not occurred, the Transferor may make payments for such Deemed Collections on a net basis against the Purchase Price payable to the Transferor by the Transferee in accordance with Section 2.2. (Payment for the Purchases). Any such amount deemed shall be applied as a Collection in accordance with Section 2.6 (Collections Prior to have been received under this Section 3.2(aFacility Termination Date) shall constitute a “Deemed Collection”. In the event of any such Deemed Collection, Seller shall, if or 2.7 (iCollections After Facility Termination Date) 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 CollectionTransfer Agreement, 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 Agreementapplicable.

Deemed Collections. If, (i) The Seller hereby agrees that if on any day, day the Unpaid Outstanding Balance of a any Pool Asset Receivable is reduced (but not cancelled) or cancelled as a result of (A) any revision, cancellation, allowance, rebate, dilution, discount, or other adjustment (including an extension or adjustment made pursuant to the applicable Credit and Collection Guidelines) made by any Seller Party, including in connection with the cancellation and reissuance of any Pool Receivable, or (B) any set-off, deduction, dispute or similar occurrence by or with an Obligor or by Law (any of the foregoing described in clause (A) or (B), but without duplication, a “Dilution”), the Servicer (if related to the servicing of such Pool Receivable) or the Seller (if related to the origination of such Receivable or if Covanta is no longer the Servicer) shall be deemed to have received on such day a Collection of such Pool Asset Receivable in an amount equal to either (x) the full Outstanding Balance of any such Pool Receivable that has been cancelled or reissued, or (y) otherwise, the amount of such the applicable reduction. If, set-off, deduction, adjustment, dispute or other Dilution. (ii) If at any time the Servicer makes or is deemed to have made on any dayday a representation and warranty hereunder with respect to any Pool Receivable, a or provided specific information in any Information Package or other report or certification with respect any Pool Asset Receivable that, in any such case, is canceled not true or correct at the time such representation and warranty was made or deemed made or such information was supplied hereunder, including (A) identifying any Pool Receivable as an Eligible Receivable at any time that it is not an Eligible Receivable, or reduced to zero(B) as a result including the Outstanding Balance of any DilutionPool Receivable that is not an Eligible Receivable at any time in the calculation of the Net Receivables Pool Balance at such time for purposes of any representation or warranty hereunder or in any Information Package, Seller shall report or certificate delivered hereunder, then the Servicer (or, if Covanta is no longer the Servicer, the Seller) will be deemed to have received on such day a Collection of such Pool Asset Receivable in an amount equal the amount full Outstanding Balance of the Unpaid Balance (as determined immediately prior any such Pool Receivable subject to such Dilutionmisrepresentation. (iii) 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 Any Collection of such Pool Asset in the amount of such difference. Any amount deemed to have been received under by the Seller or the Servicer pursuant to clause (i) or clause (ii) of this Section 3.2(a) subsection shall constitute a “Deemed Collection”” hereunder. In Each of the event Seller and the Servicer hereby agrees that it shall remit to the Concentration Account, from its own funds, the amount 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 Collection deemed to such Deemed Collection, deposit an amount equal to such Deemed Collection into the Concentration Account be received by no later than the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, it hereunder within two (2) Business Days from Days’ of such deemed receipt as required by Section 4.2(f); provided, that if the event giving rise day of any such deemed receipt is not a Termination Day and there are sufficient Collections (excluding Deemed Collections) held in the Concentration Account on such day to satisfy the minimum retention levels set forth in Section 1.4(b), then the amount of such Deemed Collection shall not be required to be deposited into the Concentration Account (or any other Controlled Account) and the Servicer shall release such Deemed Collections to the Seller in the manner set forth in Section 1.4(c)(i) (which may be paid to Covanta for purchases by the Seller from Covanta under the Covanta Purchase and Sale Agreement as described in Section 1.4(c)(ii)) or may be offset by Covanta, as Servicer, against the amount due to it as the Servicing Fee to the extent permitted pursuant to Section 1.4(c)(iii)). If, subject to the exceptions set forth in the preceding sentence, the Seller is required at any time to remit a Deemed Collection into the Concentration Account, the Seller and Covanta hereby agree, for the benefit of the Secured Parties, that Covanta shall deposit into the Concentration Account the amount of any corresponding “Deemed Collection” (as defined in the Covanta Purchase and Sale Agreement) for application as provided due by Covanta to the Seller pursuant to the Covanta Purchase and Sale Agreement in this Agreementsatisfaction of Covanta’s payment obligation thereunder and the Seller’s obligation to make such deposit hereunder.

Deemed Collections. If, (a) If on any day, : (i) the Unpaid Balance of a Pool Asset is any Receivable originated by any Originator (or assigned or transferred to an Originator from an ISC Dealer with respect to any ISC Dealer Receivable) is: (A) reduced (but not cancelled) or 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 ; and (or reduced to zeroB) 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 Portfolio Balance in respect of any Receivable Pool Balance for purposes of any Information Package (for any reason other than as a result of such Pool Asset Receivable becoming a Defaulted Loan or Defaulted Receivable, as applicable, Receivable or due to the application of Collections received with respect to such Receivable); (ii) any Receivable (or the terms of any related Contract governing such Receivable) is extended, amended, waived or otherwise modified (except as expressly permitted under Section 8.2(b) of the Receivables Purchase Agreement); (iii) the due date for payment of any Pool AssetReceivable is extended to a date that is more than 30 days after such Pool Receivable’s original due date; (iv) there is discovered a breach of any of the representations or warranties of any Originator set forth in Section 4.2(p) with respect to any Receivable as of the date of its transfer hereunder; or (v) during a Settlement Period, any SCC Receivable or Lease Receivable becomes an Aged Receivable, but only to the extent that the aggregate Unpaid Balance of all Receivables that became Aged Receivables during such Settlement Period does not exceed 8.00% of the aggregate initial Unpaid Balance of Receivables relating to the SCC Receivable Pool or the Lease Receivable Pool, as applicable, conveyed hereunder during such Settlement Period; then, on such day, the Originator that originated such Receivable (or was assigned or transferred such Receivable from an ISC Dealer with respect to any ISC Dealer Receivable) or that made such representation or warranty, as the case may be, (or in the case of (i), Seller (ii) or (iii) above with respect to a Lease Receivable, the Servicer) shall be deemed to have received a Collection of such Pool Asset Receivable: (1) in the case of clause (i) above, in the amount of such differencereduction or cancellation or the difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating the applicable Net Portfolio Balance or, with respect to clauses (ii) and (iii) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of the applicable Administrative Agent, as applicable; (2) in the case of clause (iv) above, in the amount of the entire Unpaid Balance of the relevant Receivable or Receivables (as determined immediately prior to the applicable event); or (3) in the case of clause (v) above, in the amount of the entire Unpaid Balance of the relevant Aged Receivable and the related SPE shall, if so requested by the Originator, convey to the Originator such Aged Receivables on such day and prior to their being written off as uncollectible; provided, however, that no such conveyance by the SPE shall occur unless such Receivable has been repurchased by the SPE from the Collateral Agent pursuant to Section 1.4 of the Receivables Purchase Agreement. Any amount Collections deemed to have been received by any Originator under this Section 3.2(a) shall constitute a are herein referred to as “Deemed CollectionCollections”. In Notwithstanding anything to the event contrary set forth herein or any Transaction Documents (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a), 7.6(b) and 8.2(b) in the Receivables Purchase Agreement), neither the Servicer nor any Originator shall permit any Obligor with respect to an ISC Receivable or a Lease Receivable to extend, amend, terminate, waive or otherwise modify the related ISC Contract, the related Lease Contract, the ISC Upgrade Program or the Lease Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable or such Lease Receivable unless prior to any such extension, amendment, termination, waiver or modification a corresponding Deemed Collection, Seller shall, if (i) Collection payment equal to the Liquidation Period has commenced, or (ii) the aggregate Total Investment at amount of such time exceeds the sum reduction in respect of the Loan Investment Base and Receivables Investment Base at related Pool Receivable is made in connection therewith. (b) Not later than the first Business Day after any Originator is deemed to have received a Deemed Collection pursuant to Section 3.2(a)(i)-(iv), such time after giving effect to such Deemed Collection, deposit Originator shall transfer 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) its Related SPE in immediately available funds for application as provided in this accordance with the Receivables Purchase Agreement. Deemed Collections under Section 3.2(a)(v) with respect to Aged Receivables shall be settled on the first Settlement Date to occur after the end of such Settlement Period through a dollar-for-dollar decrease in (i) deferred payments of the Purchase Price otherwise payable hereunder, (ii) distributions in respect of the Originator’s equity in the related SPE and/or (iii) in the cash portion of the Purchase Prices for Receivables sold hereunder.

Deemed Collections. If, 8.1 If on any day, : (a) a Receivable becomes a Disputed Receivable; (b) the Unpaid Balance Nominal Amount of any Receivable is reduced by reason of any set-off or counterclaim or any discount or other trade credit; (c) the effectively collectible amount of a Pool Asset Receivable is reduced (but not cancelled) as a result by reason of any Dilution, deduction on account of tax; or (d) the Seller is entitled to claim from any tax authorities a refund of any amount of VAT included in a Receivable; the Seller shall be deemed to have received on such day a Deemed Collection in an amount equal to the Outstanding Nominal Amount of such Pool Asset Receivable plus any reasonable expenses that the Purchaser has already incurred in connection with the administration or attempted collection of such Receivable (in the case of paragraphs (a) to (c)), or the amount of such reduction. Ifcollection, reduction or refund (in the case of paragraph (d)). 8.2 If any Receivable which is or is purported to be sold and assigned to the Purchaser hereunder shall have been collected in whole or in part prior to the Purchase Date without such Collection having been deducted from the face amount of such Receivable prior to the Purchase Date, then the portion thereof which shall have been so collected shall be treated for the purposes of this Agreement as a Deemed Collection thereof which has been received on the date of the Purchase Date. 8.3 If on any day, a Pool Asset day the Seller 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, the Seller shall, if (i) shall hold such an amount to the Liquidation Period has commenced, or (ii) order and for the aggregate Total Investment at such time exceeds the sum benefit of the Loan Investment Base Purchaser and Receivables Investment Base at such time after giving effect shall promptly (without undue delay; ohne schuldhaftes Zögern) pay the amount thereof to such the Purchaser by transfer to the Purchaser’s Account. 8.4 Upon receipt of the payment referred to in Clause 8.3 on account of a Deemed Collection, deposit an amount equal the Purchaser shall re-assign to the Seller (without recourse or warranty on the part of the Purchaser and at the sole cost of the Seller) the relevant Receivable or fraction thereof. To the extent, however, that the Purchaser has transferred such Deemed Collection into Receivable to any third party, such re-assignment of the Concentration Account by no later than Receivable to the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during shall be subject to the Liquidation Period, within two (2) Business Days rights of such third party and shall only take place if and when the Purchaser is able itself to obtain a reassignment from the event giving rise to such Deemed Collection) for application as provided in this Agreementthird party.