General Settlement Procedures. (a) If on any day (i) the Outstanding Balance of a Pool Receivable is reduced, adjusted or cancelled as a result of any billing adjustment, renegotiation, application of credit balances, rebates, discounts, charge-backs, exchanges, returns or other similar credits, allowances, net-outs, set-offs, offsets, defenses (including any failure by any Originator to deliver any goods provide any service or otherwise perform its obligations under any Contract) or other dilution factors; or (ii) the Outstanding Balance of a Pool Receivable is reduced or cancelled as a result of a set-off or offset in respect of any claim by the Obligor thereof against any Originator, the Seller or any of their respective Affiliates or any other Person (whether such claim arises out of the same or a related transaction or an unrelated transaction); or (iii) any of the representations or warranties in clauses (i), (j), or (q) of Section 4.01 is at any time not true with respect to any Pool Receivable; or (iv) any amount received by the Agent, any Investor, any Bank or Servicer under this Agreement is rescinded or must otherwise be returned by the Agent, the Investor, any Bank or the Servicer for any reason; then the Seller shall be deemed to have received on such day, and shall be obligated to pay on such day, a Collection of such Pool Receivable or such other amount equal to (A) the amount of such reduction or cancellation, in the case of an event of the type described in clause (i) or (ii) above, (B) the full amount of such Pool Receivable, in the case of an event of the type described in clause (iii) above, or (C) such amount so rescinded or returned, in the case of an event of the type described in clause (iv) above, all such amounts to be distributed in accordance with the priorities set forth in Section 2.04. (b) For the purposes of Section 2.04: (i) except as provided in Section 2.05(a) or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for, or the Contract requires, application to specific Receivables; and (ii) if and to the extent the Agent, the Investor or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf 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, the Investors or the Banks, as the case may be, shall have a 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.
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General Settlement Procedures. (a) If on any day:
(i) the Outstanding Balance of a Pool Transferred Receivable is reduced, adjusted or cancelled as a result of any billing adjustment, renegotiation, application of credit balances, rebates, discounts, charge-backs, exchanges, returns or other similar credits, allowances, net-outs, set-offs, offsets, defenses (including any failure by any Originator Seller or any other Person to deliver any goods goods, provide any service or otherwise perform its obligations under any Contract) or other dilution factors; or
(ii) the Outstanding Balance of a Pool Transferred Receivable is reduced or cancelled as a result of a set-off or offset in respect of any claim by the Obligor thereof against any OriginatorSeller, the any Affiliate of any Seller or any of their respective Affiliates or any other Person (whether such claim arises out of the same or a related transaction or an unrelated transaction); or
(iii) any of the representations or warranties in clauses clause (ie), (j), or (qp) of Section 4.01 is at any time not true with respect to any Pool Transferred Receivable; or
(iv) any amount received by the Agent, Purchaser or its successors and assigns in respect of any Investor, any Bank or Servicer under this Agreement Transferred Receivable is rescinded or must otherwise be returned by the Agent, the Investor, any Bank Purchaser or the Servicer its successors and assigns for any reason; then the applicable Seller shall be deemed to have received on such day, and shall be obligated to pay on such day, a Collection of such Pool Transferred Receivable or such other in an amount equal to (A) the amount of such reduction or cancellation, in the case of an event of the type described in clause (i) or (ii) above, (B) the full amount Outstanding Balance of such Pool Transferred Receivable, in the case of an event of the type described in clause (iii) above, or (C) such amount so rescinded or returned, in the case of an event of the type described in clause (iv) above, all . The applicable Seller shall on such amounts day pay to be distributed in accordance with the priorities set forth in Section 2.04Purchaser the amount of such deemed Collection by remitting such amount to such account of the Purchaser as the Purchaser shall designate.
(b) For the purposes of Section 2.04this Agreement:
(i) except as provided in Section 2.05(a) 2.06 or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for, or the Contract requires, application to specific Receivables; and
(ii) if and to the extent the Agent, the Investor Purchaser or the Banks any of its successors or assigns shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the applicable Seller and, accordingly, the Agent, the Investors or the Banks, as the case may be, Purchaser shall have a claim against the applicable 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.
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