Common use of General Settlement Procedures Clause in Contracts

General Settlement Procedures. (a) If, on any day, the Outstanding Balance of an Originator Receivable is either (i) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by any Originator or (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against such Originator or any Affiliate or Subsidiary thereof other than the SPV (whether such claim arises out of the same or a related transaction or an unrelated transaction), such Originator shall be deemed to have received on such day a Collection of such Originator Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(j). If, on any day, (x) any of the representations or warranties in Section 3.01 is no longer true with respect to any Originator Receivable or (y) it is discovered that any Originator Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, the Originator to which such Originator Receivable shall have been originally owed shall be deemed to have received on such day a Collection in full of such Originator Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(j). Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Originator Receivable shall be applied to Originator Receivables then outstanding of such Obligor in the order of the age of such Originator Receivables, starting with the oldest such Originator Receivable, except if payment is designated by such Obligor for application to specific Originator Receivables. (b) If requested by the SPV or the Agent at least ten Business Days before the end of any calendar month, the SPV’s Servicer shall, within 15 Business Days after the end of such calendar month, prepare and forward to the SPV and the Agent a Receivables Activity Report of the SPV’s Servicer, as of the close of business of such calendar month, setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such calendar month, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the SPV to each Originator during such calendar month, the adjustments to and current balance, if any, due from the SPV to each Originator under its Subordinated Note and the amount of any capital contribution pursuant to Section 2.02(d), and the amount of additional cash, if any, paid by the SPV to each Originator during such calendar month. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, so long as no Event of Termination has occurred and is continuing, the SPV, the SPV’s Servicer, the Receivables Administrators and the Originators shall only be required to provide information (whether in the Seller Report, the Receivables Activity Report or otherwise) with respect to Originator Receivables on an aggregate basis for all Originators taken together (as opposed to on an individual basis for any Originator); provided, however, that in connection with any removal of an Originator by reason of a Guaranty Protection Termination pursuant to Section 2.3(a) of the Receivables Purchase Agreement and Section 7.03(d) of this Agreement, the applicable Originator shall provide information reasonably acceptable to the Agent to identify the Originator Receivables of such Originator that are to be repurchased thereunder.

General Settlement Procedures. (a) If, on any day, the Outstanding Balance of an Originator a Seller Receivable is either (i) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by any Originator Seller or (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against such Originator Seller or any Affiliate or Subsidiary thereof other than the SPV Buyer (whether such claim arises out of the same or a related transaction or an unrelated transaction), such Originator Seller shall be deemed to have received on such day a Collection of such Originator Seller Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(j4.01(i). If, on any day, (x) any of the representations or warranties in Section 3.01 3.01(g) is no longer true with respect to any Originator Seller Receivable or (y) it is discovered that any Originator Seller Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, the Originator Seller to which such Originator Seller Receivable shall have been originally owed shall be deemed to have received on such day a Collection in full of such Originator Seller Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(j4.01(i). Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Originator Seller Receivable shall be applied to Originator Seller Receivables then outstanding of such Obligor in the order of the age of such Originator Seller Receivables, starting with the oldest such Originator Seller Receivable, except if payment is designated by such Obligor for application to specific Originator Seller Receivables. (b) If requested by the SPV Buyer or the Agent at least ten Business Days before the end of any calendar monthYield Payment Date, the SPVBuyer’s Servicer shall, within 15 at least two Business Days after the end of before such calendar monthYield Payment Date, prepare and forward to the SPV Buyer and the Agent a Receivables Activity Report of the SPVBuyer’s Servicer, as of the close of business of such calendar monththe Buyer’s Servicer on the last day of the immediately preceding Yield Period, setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such calendar monthYield Period, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the SPV Buyer to each Originator Seller during such calendar monthYield Period, the adjustments to and current balance, if any, due from the SPV Buyer to each Originator Seller under its Subordinated Note and the amount of any capital contribution pursuant to Section 2.02(d), and the amount of additional cash, if any, to be paid by the SPV Buyer to each Originator during Seller on such calendar month. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, so long as no Event of Termination has occurred and is continuing, the SPV, the SPV’s Servicer, the Receivables Administrators and the Originators shall only be required to provide information (whether in the Seller Report, the Receivables Activity Report or otherwise) with respect to Originator Receivables on an aggregate basis for all Originators taken together (as opposed to on an individual basis for any Originator); provided, however, that in connection with any removal of an Originator by reason of a Guaranty Protection Termination pursuant to Section 2.3(a) of the Receivables Purchase Agreement and Section 7.03(d) of this Agreement, the applicable Originator shall provide information reasonably acceptable to the Agent to identify the Originator Receivables of such Originator that are to be repurchased thereunderYield Payment Date.

General Settlement Procedures. (a) If, If on any day, day the Outstanding Balance of an Originator a Seller Receivable is either (i) reduced as a result of any defective, rejected or returned goods or services, any discount, or any adjustment by any Originator Seller or (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against such Originator Seller or any Affiliate or Subsidiary thereof other than the SPV Buyer (whether such claim arises out of the same or a related transaction or an unrelated transaction), such Originator Seller shall be deemed to have received on such day a Collection of such Originator Seller Receivable in the amount of such reduction or cancellation and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(j4.01(h). If, If on any day, day (x) any of the representations or warranties in Section 3.01 3.01(g) is no longer true with respect to any Originator Seller Receivable or (y) it is discovered that any Originator Seller Receivable that was included in the Net Receivables Pool Balance as an Eligible Receivable was not an Eligible Receivable at the time of such inclusion, the Originator Seller to which such Originator Seller Receivable shall have been originally owed shall be deemed to have received on such day a Collection in full of such Originator Seller Receivable and shall make the payment required to be made by it in connection with such Collection on the day required by, and otherwise pursuant to, Section 4.01(j4.01(h). Except as stated in the preceding sentences of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections received from an Obligor of any Originator Seller Receivable shall be applied to Originator Seller Receivables then outstanding of such Obligor in the order of the age of such Originator Seller Receivables, starting with the oldest such Originator Seller Receivable, except if payment is designated by such Obligor for application to specific Originator Seller Receivables. (b) If requested by The Buyer’s Servicer shall immediately advise the SPV or Buyer and the Agent at of the occurrence of each Triggering Event and of each Liquidation Day. (c) At least ten two Business Days before the end last Business Day of any calendar montheach Settlement Period, the SPVBuyer’s Servicer shall, within 15 Business Days after the end of such calendar month, shall prepare and forward to the SPV Buyer and the Agent a Receivables Activity Report of the SPVBuyer’s Servicer, as of the close of business of such calendar monththe Buyer’s Servicer on the last day of the immediately preceding Settlement Period, setting forth the calculation of the actual Purchase Price for each Receivable Asset sold, transferred and assigned during such calendar monthSettlement Period, and the reconciliation of how the Purchase Price has been paid reflecting the cash advanced from the SPV Buyer to each Originator Seller during such calendar monthSettlement Period, the adjustments to and current balance, if any, due from the SPV Buyer to each Originator Seller under its Subordinated Note and the amount of any capital contribution pursuant to Section 2.02(d)Note, and the amount of additional cash, if any, to be paid by the SPV Buyer to each Originator during such calendar month. Notwithstanding anything to Seller on the contrary in this Agreement or any other Transaction Document, so long as no Event of Termination has occurred and is continuing, the SPV, the SPV’s Servicer, the Receivables Administrators and the Originators shall only be required to provide information (whether in the Seller Report, the Receivables Activity Report or otherwise) with respect to Originator Receivables on an aggregate basis for all Originators taken together (as opposed to on an individual basis for any Originator); provided, however, that in connection with any removal of an Originator by reason of a Guaranty Protection Termination pursuant to Section 2.3(a) of the Receivables Purchase Agreement and Section 7.03(d) of this Agreement, the applicable Originator shall provide information reasonably acceptable to the Agent to identify the Originator Receivables last Business Day of such Originator that are to be repurchased thereunderSettlement Period.