Common use of Deemed Collections Clause in Contracts

Deemed Collections. If on any day (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 Borrower shall be deemed to have received on such day a collection (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 connection with any such Deemed Collection, the 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 and any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, 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 (such Loan a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express or implied.

Deemed Collections. If on any day (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 Borrower shall be deemed to have received on such day a collection (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 Weighted Average 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 connection with any such Deemed Collection, the 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 and any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, 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 (such Loan a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express or implied.

Deemed Collections. (a) If on any day (a) the Trustee Indenture Trustee, on behalf of the Secured Parties Noteholders, does not own or have a valid and perfected first priority security interest in any Transferred 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 if within 30 days after the earlier of the Borrower’s Servicer's receipt of notice from the Agent Indenture Trustee or the Borrower Servicer becoming aware thereof and the Borrower’s failure Servicer has failed to cure such breach within 30 days (if cure is reasonably possible and otherwise immediately upon receipt of such notice or upon the Borrower Servicer becoming aware), the Borrower Depositor shall be deemed to have received on such 30th day (or such earlier day, as applicable) a collection (a “"Deemed Collection”") of such Transferred Loan in full and shall on such day pay to the Trustee on behalf of Issuer for payment to the Secured Parties Noteholders (by deposit in the Collection Account), 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 Retransfer Price with respect 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 OutstandingTransferred Loan, 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 Transferred Loan and any Related Property contemplated by this Section 2.4. 3.08. (b) In connection with any such Deemed Collection, the Trustee Indenture Trustee, on behalf of the Secured Parties Noteholders, shall automatically and without further action (unless otherwise necessary or requested by the Borrower or ServicerNoteholders, in which event the Trustee is hereby authorized to execute and deliver such instruments and documents as may be requested by Issuer, the Borrower Depositor or the Servicer) ), be deemed to release the Lien on such Transferred Loan and any Related Property created by this Agreement in favor of and the Trustee on behalf of the Secured Parties Indenture and transfer to the BorrowerIssuer, for transfer to the Depositor, free and clear of any Lien created by the Trustee on behalf of the Secured PartiesIndenture or this Agreement, all of the right, title and interest of the Trustee Indenture Trustee, on behalf of the Secured Parties Noteholders, in, to, and under the Transferred Loan and any Related Property with respect to which the Agent Depositor has received such Deemed Collection (such Loan a “Repurchased Loan”)Collection, but without any recourse, representation and warranty of any kind, express or implied.

Deemed Collections. (a) If on any day (a) a Mortgage Loan included in the Trustee on behalf Collateral becomes the subject of the Secured Parties does not own or have a valid and perfected first priority security interest an event described 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 awareSection 2.2(c), the Borrower shall be deemed to have received on such day a collection (a “Deemed Collection”) Collection of such Mortgage Loan in full equal to the related Mortgage Loan Release Amount, and the Borrower shall pay such amount to the Collection Account within one (1) Business Day, upon which such Mortgage Loan shall be released from the Collateral. Any such amount shall be reported as such on the next succeeding Servicer Report and shall be applied by the Servicer as an Available Collection in accordance with Section 2.5(a). (b) If on any day any of the representations or warranties in Article III is determined to be incorrect or untrue with regard to a specific Mortgage Loan included in the Collateral as of the time to which such representation or warranty speaks, the Borrower shall be deemed to have received on such day pay a Collection of such Mortgage Loan equal to the Trustee related Mortgage Loan Release Amount, and the Borrower shall pay such amount to the Collection Account within one (1) Business Day, upon which such Mortgage Loan shall be released from the Collateral. Any such amount shall be reported as such on the next succeeding Servicer Report and shall be applied by the Servicer as an Available Collection in accordance with Section 2.5(a). Simultaneously with any such payment by the Borrower, the Facility Agent, on behalf of the Secured Parties an amount equal to (x) Lenders and 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 repurchaseGroup Agents, 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 connection with any such Deemed Collection, the 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 and any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, free and clear of any Lien created by the Trustee on behalf of the Secured Parties, all of the its right, title and interest of in such Mortgage Loan and related Collateral to the Trustee Borrower, and the Facility Agent, on behalf of the Secured Parties inLenders and the Group Agents, toshall take all action reasonably requested by the Borrower, and under at the Loan expense of the Borrower, to effectuate such release. (c) In lieu of any payment required to be made pursuant to Sections 2.8(a) and any Related Property (b) above, the Borrower may elect to include in the Collateral other mortgage loans and related property that satisfy the following criteria (each, in the case of Section 2.8(a), an “Additional Mortgage Loan” and, in the case of Section 2.8(b), a “Substituted Mortgage Loan”) on the date of inclusion of such mortgage loans and related property into the Collateral (each, an “Addition Date”): (i) such mortgage loans and related property are of reasonably equivalent or greater value to the Mortgage Loans with respect to which Collections have been deemed to have been received under Sections 2.8(a) and (b) and are otherwise reasonably acceptable to the Facility Agent has received and the Group Agents, (ii) each such Deemed Collection mortgage loan and related property satisfies the definition of “Eligible Asset” and (iii) all of the Loan Conditions are satisfied as if such mortgage loans and related property were being included in the Collateral as the subject of a Loan on a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express or impliedLoan Date.

Deemed Collections. (a) If on any day (a) the Trustee Indenture Trustee, on behalf of the Secured Parties Noteholders, does not own or have a valid and perfected first priority security interest in any Transferred 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 if within 30 days after the earlier of the BorrowerServicer’s receipt of notice from the Agent Indenture Trustee or the Borrower Servicer becoming aware thereof and the Borrower’s failure Servicer has failed to cure such breach within 30 days (if cure is reasonably possible and otherwise immediately upon receipt of such notice or upon the Borrower Servicer becoming aware), the Borrower Depositor shall be deemed to have received on such 30th day (or such earlier day, as applicable) a collection (a “Deemed Collection”) of such Transferred Loan in full and shall on such day pay to the Trustee on behalf of Issuer for payment to the Secured Parties Noteholders (by deposit in the Collection Account), 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 Retransfer Price with respect 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 OutstandingTransferred Loan, 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 Transferred Loan and any Related Property contemplated by this Section 2.4. 3.08. (b) In connection with any such Deemed Collection, the Trustee Indenture Trustee, on behalf of the Secured Parties Noteholders, shall automatically and without further action (unless otherwise necessary or requested by the Borrower or ServicerInitial Noteholder, in which event the Trustee is hereby authorized to execute and deliver such instruments and documents as may be requested by Issuer, the Borrower Depositor or the Servicer) ), be deemed to release the Lien on such Transferred Loan and any Related Property created by this Agreement in favor of and the Trustee on behalf of the Secured Parties Indenture and transfer to the BorrowerIssuer, for transfer to the Depositor, free and clear of any Lien created by the Trustee on behalf of the Secured PartiesIndenture or this Agreement, all of the right, title and interest of the Trustee Indenture Trustee, on behalf of the Secured Parties Noteholders, in, to, and under the Transferred Loan and any Related Property with respect to which the Agent Depositor has received such Deemed Collection (such Loan a “Repurchased Loan”)Collection, but without any recourse, representation and warranty of any kind, express or implied.

Deemed Collections. If on any day (a) the Trustee If, on behalf any day, any Purchased Receivable becomes a Diluted Receivable, other than by reason of the Secured Parties does operation of Clause 2.3(b) and except to the extent that the same is not own or have a valid and perfected first priority security interest reflected 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 madethe Dilution Adjustment, 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 Borrower AGCO Iberia shall be deemed to have received on such day a collection (a “Deemed Collection”) Collection of such Loan Purchased Receivable in full the amount of the reduction, adjustment or cancellation of the Outstanding Balance thereof which resulted in such Purchased Receivable being a Diluted Receivable. (b) If any of the representations or warranties in Clauses 3.2(a), (d), (e), (f), (g), (h), (i) or (j) (Further representations and warranties of AGCO Iberia) is not true on or by reference to the facts existing on the day such representation or warranty was given with respect to a Purchased Receivable, AGCO Iberia shall be deemed to have received on such day a Collection of such Purchased Receivable in full. (c) If AGCO Iberia is deemed to have received a Collection on any Purchased Receivable pursuant to Clause 2.3(a) or (b), AGCO Iberia shall be obliged to pay to the Trustee on behalf of the Secured Parties an amount equal to (x) the sum Deemed Collection to or to the order of (i) the amount determined by multiplying the percentage set forth in the definition of Advance Rate herein applicable to Company, such Loan times the Outstanding Loan Balance of such Loan payment becoming due 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 but not payable until the retransfer Settlement Date next following the date of such Loan and any Related Property contemplated by this Section 2.4. In connection with any such Deemed Collection, provided that, if a Termination Event or Potential Termination Event has occurred and is continuing, such payment shall be due and payable on the Trustee on behalf date of the Secured Parties shall automatically and without further action Deemed Collection. (unless otherwise necessary or requested d) Notwithstanding any other provisions of this Agreement, payment to the Company by AGCO Iberia of 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 full amount of all Collections deemed to release the Lien on such Loan and any Related Property created have been received by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, 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 AGCO Iberia under the Loan and any Related Property Clause 2.3(b) above with respect to which a breach of the Agent has received such Deemed Collection (such Loan a “Repurchased Loan”), but without any recourse, representation and warranty appearing in Clause 3.2(a) with respect to any Purchased Receivable shall constitute a full discharge and release of AGCO Iberia from any claims, rights and remedies which the Company may have against AGCO Iberia arising from such breach, but shall not affect any rights or remedies arising from a breach of such representation or warranty to the extent that it applies to any other Purchased Receivable or a breach of any kindother representation or warranty in Clause 3 (Further representations and warranties of AGCO Iberia). (e) To the extent that (i) the Company has received in accordance with Clause 2.3(c) the full Outstanding Balance of a Purchased Receivable referred to in Clause 2.3.(b) and (ii) the Company subsequently receives Collections with respect to such Purchased Receivable, express or impliedthe Company shall pay to AGCO Iberia the Collections so received.

Deemed Collections. 8.1 If on any day day: (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 Receivable becomes a Disputed Receivable; (b) the Nominal Amount of any representation Receivable is reduced by reason of any set-off or warranty that such Loan was an Eligible Loan was not true when made, then upon counterclaim or any discount or other trade credit; (c) the earlier effectively collectible amount of a Receivable is reduced by reason of any deduction on account of tax; or (d) the Borrower’s receipt Seller is entitled to claim from any tax authorities a refund of notice from any amount of VAT included in a Receivable; 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 Borrower Seller shall be deemed to have received on such day a collection (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 the nominal amount of such Receivable plus any reasonable expenses that the Purchaser has already incurred in connection with the administration or attempted collection of such Receivable (xin the case of paragraphs (a) the sum of to (i) c)), or the amount determined by multiplying the percentage set forth of such collection, reduction or refund (in the definition case of Advance Rate herein applicable paragraphs (d). 8.2 If on any day the Seller is deemed to have received a Deemed Collection, the Seller shall promptly pay an amount equal to such Loan times Deemed Collection to the Outstanding Loan Balance Purchaser by transfer of such Loan amount to the Purchaser’s Account. 8.3 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 Deed as a Deemed Collection thereof which has been received on the date of repurchase, plus (ii) accrued Interest to be applied to the pro rata reduction Purchase Date. 8.4 Upon receipt of the Advances Outstanding, plus (y) any Breakage Costs and Hedge Breakage Costs and any other payments owing payment referred to the applicable Hedge Counterparty in respect Clause 8.2 on account 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 connection with any such Deemed Collection, the Trustee Purchaser shall re-assign to the Seller (without recourse or warranty on behalf the part of the Secured Parties shall automatically Purchaser and without further action (unless otherwise necessary or requested by at 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 and any Related Property created by this Agreement in favor sole cost of the Trustee on behalf Seller) the relevant Receivable’or fraction thereof. To the extent, however, that the Purchaser has transferred such Receivable to any third party, such re-assignment of the Secured Parties and transfer Receivable to the Borrower, free Seller shall be subject to the rights of such third party and clear of any Lien created by shall only take place if and when 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 Purchaser is able itself to which the Agent has received obtain a re-assignment from such Deemed Collection (such Loan a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express or implied.third party. UK/1494628/08 - 12 - 224362/30-40334413

Deemed Collections. (a) If on any day (a) the Trustee on behalf of the Secured Parties does not own a Receivable or have any part thereof becomes 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 madeDiluted Receivable, 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 Borrower each applicable Originator shall be deemed to have received on such day a collection (a “Deemed Collection”) Collection of such Loan Receivable in full the amount of such Diluted Receivable or part thereof or if less, the part thereof that causes such Receivable to become a Diluted Receivable. (b) If on any day it is determined that (i) any of the representations or warranties in Section 3.01 (a) through (o) or (q) through (v) (Representations and Warranties of Originators) was untrue insofar as it relates to a particular Acquired Receivable or Acquired Receivables or the nature of the Buyer’s (or Administrative Agent’s) interest in such Acquired Receivable or Acquired Receivables, in each case, at the time of purchase or contribution of such Acquired Receivable or Acquired Receivables hereunder, (ii) the representation in Section 3.01 (p) (Eligible Receivables) was untrue insofar as it relates to a particular Acquired Receivable or Acquired Receivables or the nature of the Buyer’s (or Administrative Agent’s) interest in such Acquired Receivable or Acquired Receivables, in each case, at the time such representation or warranty was made with respect to such Acquired Receivable or Acquired Receivables or (iii) an Originator has breached any covenant contained in Section 4.19 (Title) insofar as it relates to a particular Acquired Receivable or Acquired Receivables, the applicable Originator shall be deemed to have received on such day pay to the Trustee on behalf a Collection of the Secured Parties such Acquired Receivable or Acquired Receivables in an amount equal to the Unpaid Balance thereof. If on any day it is determined that any of the representations or warranties in Clause 3.1 of the Servicing Agreement (xRepresentations and Warranties of the Servicer) was untrue insofar as it relates to a particular Pool Receivable or Pool Receivables at the sum time such representation or warranty was made with respect to such Pool Receivable or Pool Receivables, the Servicer shall, unless such breach has been otherwise waived, be deemed to have received on such day a Collection of such Pool Receivable or Pool Receivables in an amount equal to the Unpaid Balance thereof. (c) Subject to Section 1.03(d), and without duplication, not later than the first Business Day after any Originator is deemed pursuant to this Section to have received any Deemed Collection, such Originator shall deposit to a Collection Account, in same day funds, the amount of such Deemed Collection. Not later than the first Business Day after any Originator deposits to a Collection Account the amount of any Deemed Collection, pursuant to this Section 1.03, the Servicer shall transfer the amount of such Deemed Collection from the applicable Collection Account to the Borrower Concentration Account, in same day funds. Any such amount shall be applied as a Collection in accordance with Sections 2.6 (Application of Collections Prior to Facility Termination Date) or 2.7 (Application of Collections after Facility Termination Date) of the Receivables Loan Agreement, as applicable. (d) Notwithstanding the foregoing, so long as (i) the amount determined by multiplying the percentage set forth in the definition of Advance Rate herein applicable Borrower does not need cash to such Loan times the Outstanding Loan Balance of such Loan on the date of repurchasesatisfy obligations then due, plus (ii) accrued Interest no Trigger Event or an Originator Termination Event (regardless of whether such Originator Termination Event applies 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 connection with any such Deemed Collection, the Trustee on behalf of the Secured Parties shall automatically and without further action (unless otherwise necessary specific Originator 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 and any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, free and clear of any Lien created by the Trustee on behalf of the Secured Parties, all of the rightOriginators) has occurred and (iii) the Termination Date has not occurred, 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 Originators may make payments for such Deemed Collection Collections by netting them against the Purchase Price payable to Parent from Buyer in accordance with Section 1.02 (such Loan a “Repurchased Loan”Payment for the Purchase), but without any recourse, representation and warranty of any kind, express or implied.

Deemed Collections. If (a) If: (i) a Payment and/or a Transfer Document ceases to result in a perfect transfer of the Relevant Receivables concerned and all Related Security (in the case of negotiable instruments, to the extent required by Clause 14.10 (Promissory notes and negotiable instruments)) and Related Rights attached thereto; (ii) any representation and warranty in Clause 10 (Representations relating to Transferred Receivables) relating to any Transferred Receivable on any day would (aif it were made or repeated on that day) not be true and accurate with respect to the Trustee receivables concerned (whether or not any such representation and warranty is in fact made or deemed to be repeated on behalf that day); (iii) on an Assessment Date or Interim Assessment Date an outstanding Transferred Receivable, the amount of which was included within the aggregate amount of Eligible Transferred Receivables declared in an Assessment Report, then has a Maturity Date of more than 210 days and the immediately succeeding Settlement Date is not a Transfer Date; (iv) in an Assessment Report delivered in relation to a Transfer Date, the amount declared as being the aggregate amount of Eligible Transferred Receivables to be transferred on that Transfer Date is greater than the aggregate amount of Eligible Transferred Receivables actually transferred on that Transfer Date (such difference being the "Excess"); (v) any Credit Note or Commercial Discount referred to in Clause 14.14(c) (Amendments to Sales Contracts and Sales Administration Guidelines) is issued or applies in relation to any Transferred Receivable or any Debtor makes payment in -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- respect of any Transferred Receivable net of the Secured Parties does not own amount of any anticipated Credit Note; (vi) any Sales Contract which gives rise to a Transferred Receivable is cancelled or terminated and the relevant goods have been billed but remained to be delivered by the Seller concerned on the termination date of such Sales Contract; (vii) any set-off is agreed by a valid Seller or arises by operation of law (including a Debtor exercising a right of set-off conferred on it by law) or as a result of a final court decision between debts owed by any Seller to any Debtor and perfected first priority security interest the Transferred Receivables against such Debtor; (viii) any judicial or arbitration proceedings are commenced by a Debtor against a Seller in connection with the sale of the goods related to any Transferred Receivable, or the delivery or failure to deliver such goods, or the performance or the failure to perform by the Seller of any of its obligations to that Debtor in relation to the existence and/or the amount of a Transferred Receivable or a Transferred Receivable becomes irrecoverable by reason of the breach by a Seller of the relevant Sales Contract; (ix) any exchange fees or expenses are charged by a bank in connection with a payment made in any Loan and Related Property currency other than Euro in relation to a Transferred Receivable; (subject to Permitted Liens) or (bx) any representation Transferred Receivable has been cancelled, in whole or warranty that such Loan was an Eligible Loan was not true when madein part; or (xi) any conflict, then upon the earlier of the Borrower’s receipt of notice claim or dispute arises resulting from the Agent issue, remittance, delivery or endorsement of a negotiable instrument or promissory note (excluding, for the avoidance of doubt, a conflict, claim or dispute in relation to the Sales Contract to which such instrument or promissory note relates) and/or the notification by the Bank to a Debtor of a negotiable instrument or promissory note or the Borrower becoming aware thereof and acceptance by a Debtor of a negotiable instrument or promissory note presented by 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)Bank, the Borrower Seller concerned shall be deemed to have received on received: (A) the amount of the receivables concerned in the case of paragraph (ii) above, or the amount of the Transferred Receivable in the case of paragraph (iii) above or the amount of the Excess (as appropriate); or (B) in each other case, the amount it would have collected if such day event had not occurred, each such amount being a collection (a “"Deemed Collection”". (b) of such Loan in full and shall on such day pay Subject to the Trustee on behalf of the Secured Parties an amount equal to (xClause 9.2(a) the sum Seller concerned shall transfer, out of its own resources, the Euro Amount of Deemed Collections in the following manner: (i) in accordance with Clause 8.4(a)(i), if the amount determined by multiplying Seller's Collection Mandate has not been terminated in relation to the percentage set forth in Transferred Receivable to which the definition of Advance Rate herein applicable to such Loan times the Outstanding Loan Balance of such Loan on the date of repurchase, plus Deemed Collection relates; and; and (ii) accrued Interest to be applied if the Seller's Collection Mandate has been terminated in relation 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 connection with any such Deemed Collection, the 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 and any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, 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 Transferred Receivable to which the Agent has received Deemed Collection relates, the amount of such Deemed Collection (such Loan a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express or implied.shall be immediately on its occurrence credited to the Bank's Account. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

Deemed Collections. If on any day (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 Borrower shall be deemed to have received on such day a collection (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 Weighted Average 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 connection with any such Deemed Collection, the 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 and any Related Property created by this Agreement in favor of the Trustee on behalf of the Secured Parties and transfer to the Borrower, 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 (such Loan a “Repurchased Loan”), but without any recourse, representation and warranty of any kind, express or implied.