Common use of Purchase Price Credit Adjustments Clause in Contracts

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: day (i) reduced as any Receivable originated by the Seller becomes a result of any defective Diluted Receivable, or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof this Agreement is not true when made or deemed made with respect to any such ReceivablePurchased Receivable or the Buyer’s interest therein, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator Seller hereunder in respect of thereafter created Purchased Receivables equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and Diluted Receivable (y) in the case of clause (bi) above, the amount of ) or equal to the Outstanding Balance of such Receivable, which the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be reconveyed granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer to (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Originator following receipt of such amountSeller). If such the aggregate Purchase Price Credit Credits in respect of the Seller exceeds the Original Balance Purchase Price in respect of the Receivables originated by of the applicable Originator Seller payable on any dayPurchase Date, such Originator shall or if the Termination Date has occurred, then the Seller agrees to pay the remaining amount of such Purchase Price Credit to the Buyer in cash immediately, provided that if on or prior to the applicable Termination first Settlement Date has not occurred, such Originator shall be allowed to deduct occur after the remaining amount of date on which such Purchase Price Credit from arises. Simultaneously with the granting or payment of any indebtedness owed Purchase Price Credit by the Seller in respect of a Purchased Receivable under clause (ii) above, such Purchased Receivable and the Receivables Property with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to it under its Subordinated Notethe Seller without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a any Receivable purchased from any Originator is: (i) is reduced or cancelled as a result of any defective credit issued for returned or rejected or returned goods or servicesrepossessed goods, any cash discountsshortages, any pricing adjustment, any volume discounts rebate or any other allowance, adjustment or otherwise deduction by such Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any governmental or cash Collections applied to such Receivable),regulatory action, or (iib) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iiic) the Outstanding Balance of any Receivable is reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivd) the Outstanding Balance of any Receivable is less on the date of its sale then than the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (be) any of the representations and or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made Originator with respect to any such ReceivableReceivable set forth in Article II were not true when made, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. (a) If on any day: (a) day the Outstanding Balance of a Receivable purchased from any Originator is: is either (ix) reduced as a result of any defective or defective, rejected or returned goods merchandise or services, any cash discountsdiscount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any volume discounts or any billing adjustment or otherwise by such Originator other adjustment, or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (iiy) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of , the obligation Purchaser shall be entitled to a Purchase Price Credit in an amount equal to the full amount of such Originator reduction or cancellation. In addition, if on any Affiliate thereof to pay to the related Obligor any rebate or refund, or day it is determined that (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (bi) any of the representations and or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 3.1(d) and the second sentence of or Section 2.1(q3.1(j) hereof is not true when made or deemed made becomes untrue with respect to a Receivable (whether on or after the date of any such transfer thereof to the Purchaser as contemplated hereunder) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of “Eligible Receivable” in the TAA, then, in any such eventcase, Buyer the Purchaser shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder Credit in an amount equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such any Purchase Price Credit to which the Purchaser is entitled pursuant to this Section 2.3 exceeds the Original Balance Purchase Price of the Receivables originated by the applicable Originator to be sold hereunder on any daydate, such Originator then the Seller shall pay the remaining amount of such Purchase Price Credit to the Purchaser in cash immediatelyon the next succeeding Business Day; provided that, provided that if the applicable Termination Date has not occurred, such Originator the Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note. (b) Any payment by 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 and unless otherwise instructed by the Purchaser, be applied as a Collection of any Receivable of such Obligor which was included in a Purchase hereunder (starting with the oldest such Receivable) before being applied to any other receivable or other indebtedness of such Obligor.

Purchase Price Credit Adjustments. If on as of the last day of any daySettlement Period: (a) the Outstanding Balance outstanding aggregate balance of a Receivable purchased from the Net Private Receivables originated by any Originator isSeller and the Net Participation Interests as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such Originator the applicable Seller or any Affiliate thereof (other than regardless of whether the same is treated by such Seller or Affiliate as a write-off), or as a result of a charge-off of such Receivable any surcharge or cash Collections applied to such Receivable),other governmental or regulatory action, or (ii) reduced or canceled as a result of a any setoff or breach of the underlying agreement in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such Originator the applicable Seller or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less as a result of any Unpaid Net Balance of any Private Receivable or Participation Interest on the date of its sale then or contribution proving to have been less on such date than the amount reflected in on the applicable Purchase Report, or (b) any of the representations and or warranties of the applicable Seller set forth in Sections 2.1(iSection 2.1(d), (j), k) or (l), (r), (s), (t), (um) and the second sentence of Section 2.1(q) hereof is was not true when made or deemed made with respect to any such ReceivablePrivate Receivable originated by it or any Participation Interest in any Specified Government Receivable originated by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(m) is no longer true with respect to any Private Receivable or any Participation Interest in any Specified Government Receivable originated by it, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) – and (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablea)(iv), and (yB) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount). If such Purchase Price Credit exceeds the Original original Unpaid Net Balance of the Private Receivables originated and Participation Interests to be sold by the applicable Originator Seller on any daythe date of a purchase, such Originator then the applicable Seller shall pay the remaining amount of such Purchase Price Credit in cash immediately, not later than the next Settlement Date; provided that if the applicable such Seller’s Sale Termination Date has not occurred, such Originator Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness Indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced or cancelled as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such any Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any governmental or cash Collections applied to such Receivable)regulatory action, or, (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, ; or (iv) less on the date of its sale then than the amount reflected included in calculating the applicable Outstanding Balance for purposes of any Purchase Report, Report (for any reason other than such Receivable becoming a Defaulted Receivable or payment in full of the entire Outstanding Balance being made on such Receivable); or (b) any of the representations and warranties set forth in Sections Section 2.1(h), Section 2.1(i), (jSection 2.1(j), (lSection 2.1(r), (rSection 2.1(s), (s), (t), (uSection 2.1(t) and the second sentence of Section 2.1(q) hereof is are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) to, in the case of clauses clause (a)(i) – (iva) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Reportreductions relating to such Receivable and, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then the related Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: day (i) reduced as any Receivable originated by a result of any defective Seller becomes a Diluted Receivable, or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and or warranties set forth in Sections 2.1(i4.01(i), (jp), (l), v) or (r), (s), (t), (uw) and the second sentence of Section 2.1(q) hereof this Agreement is not true when made or deemed made with respect to any such ReceivablePurchased Receivable or the Buyer's interest therein, then, in such event, the Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator such Seller hereunder in respect of thereafter created Purchased Receivables equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and Dilution Adjustment (y) in the case of clause (bi) above, the amount of ) or equal to the Outstanding Balance of such Receivable, which the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be reconveyed granted or paid by a Seller in the case of clause (ii) above unless requested by the Buyer to (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Originator following receipt of such amountSeller). If such the aggregate Purchase Price Credit Credits in respect of any Seller exceeds the Original Balance Purchase Price in respect of the Receivables originated by the applicable Originator of such Seller payable on any dayPurchase Date, or if the Termination Date has occurred, then such Originator shall Seller agrees to pay the remaining amount of such Purchase Price Credit to the Buyer in cash immediatelyon or prior to the first Settlement Date (or the Termination Date, provided that if earlier) to occur after the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of date on which such Purchase Price Credit from arises. Simultaneously with the granting or payment of any indebtedness owed Purchase Price Credit by any Seller in respect of a Purchased Receivable under clause (ii) above, such Purchased Receivable and the Receivables Property with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to it under its Subordinated Notesuch Seller without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator sold or contributed by TPNA hereunder is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator TPNA or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator TPNA or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable Purchase calculations in any Monthly Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 2.1(p) through and the second sentence of including Section 2.1(q2.1(v) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer the SPE shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable for such Purchased Receivable (or the Contribution Value of such Contributed Receivable otherwise to be credited to the applicable Originator hereunder Capital Account on such day) equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Purchase Price paid or Contribution Value credited to the Capital Account for such Receivable less Collections received by the Buyer thereon; provided, however, that if the SPE thereafter receives payment on account of the Outstanding Balance of such Receivable, which the SPE shall be reconveyed by promptly deliver such funds to TPNA. If, on any Transfer Date, the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit due from TPNA exceeds the Original Balance of the Receivables originated by the applicable Originator Purchase Price payable to TPNA on any such day, such Originator shall pay solely in the remaining case of Purchase Price Credits arising from Purchased Receivables, the excess amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed credited against the Purchase Price payable to deduct the remaining amount TPNA on one or more subsequent Transfer Dates; provided, however, that (1) if any portion of such a Purchase Price Credit remains unrealized on the Termination Date, it shall be payable by TPNA in cash on the Termination Date; (2) if any of the events described in clauses (a)(i)-(iv) or (b) above occurs after the Termination Date, the resulting Purchase Price Credit shall be paid in cash on the date of occurrence; (3) no Purchase Price Credit shall be due for any amount to the extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor; and (4) Purchase Price Credits owing from any indebtedness owed TPNA relating to it under its Subordinated NoteContributed Receivables shall be reflected solely as reductions of the balance in the Capital Account.

Purchase Price Credit Adjustments. If on as of the last day of any daySettlement Period: (a) the Outstanding Balance outstanding aggregate balance of a Receivable purchased from the Net Receivables originated by any Originator isSeller as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced for any of the following reasons: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such Originator the applicable Seller or any Affiliate thereof (other than regardless of whether the same is treated by such Seller or Affiliate as a write-off), or as a result of a charge-off of such Receivable any surcharge or cash Collections applied to such Receivable),other governmental or regulatory action, or (ii) reduced or canceled as a result of a any setoff or breach of the underlying agreement in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such Originator the applicable Seller or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less as a result of any Unpaid Net Balance of any Receivable on the date of its sale then or contribution proving to have been less on such date than the amount reflected in on the applicable Purchase Report, or (b) any of the representations and or warranties of the applicable Seller set forth in Sections 2.1(iSection 2.1(d), (j), k) or (l), (r), (s), (t), (um) and the second sentence of Section 2.1(q) hereof is was not true when made or deemed made with respect to any such ReceivableReceivable originated by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(m) is no longer true with respect to any Receivable originated by it, then, in such event, the Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) – and (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablea)(iv), and (yB) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount). If such Purchase Price Credit exceeds the Original original Unpaid Net Balance of the Receivables originated to be sold by the applicable Originator Seller on any daythe date of a purchase, such Originator then the applicable Seller shall pay the remaining amount of such Purchase Price Credit in cash immediately, not later than the next Settlement Date; provided that if the applicable such Seller's Sale Termination Date has not occurred, such Originator Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness Indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) either (x) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by the Originator of such Originator or any Affiliate thereof Receivable (other than cash Collections on account of the Receivables) or (y) reduced as a result of a charge-off of converting such Receivable or cash Collections applied to such an Excluded Receivable),, or (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is Article II are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder to the applicable Originator hereunder of such Receivable equal to (xi) in the case of clauses clause (a)(i) – (iva) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (yii) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator Purchase Price on any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, ; provided that if the applicable Purchase Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its such Originator’s Subordinated Note; provided, further, that at any time when any Amortization Event has occurred and is continuing, such Originator shall pay the entire amount of such Purchase Price Credit in cash by deposit of immediately available funds into a Collection Account.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator Seller is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof Seller (other than as a result of a charge-off of such Receivable becoming a Defaulted Receivable or to reflect cash Collections applied to on account of such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(iSECTIONS 2.1(H), (jI), (lJ), (rL), (sR), (tS), (u) and T), (U), the second sentence of Section 2.1(qSECTION 2.1(Q) hereof is and the last clause (relating to bulk sales laws) of SECTION 2.1(C) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator Seller hereunder equal to (x) in the case of clauses (a)(i) – (iv) abovea partial reduction, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablereduction, and (y) in the case of clause (b) abovea total reduction or cancellation, the amount lesser of the total Purchase Price paid for and the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated sold by the applicable Originator Seller on any day, such Originator Seller shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided PROVIDED that if the applicable Termination Date has not occurred, such Originator Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, 5 then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator originated by SMMC is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator SMMC or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator SMMC or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable Purchase calculations in any Monthly Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 2.1(p) through and the second sentence of including Section 2.1(q2.1(v) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer TPNA shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the Net Pool Balance (as defined in the applicable Purchase ReportCSA), as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of Purchase Price paid for such ReceivableReceivable less Collections received by TPNA thereon. If, which shall be reconveyed by the Buyer on any day prior to the applicable Originator following receipt of such amount. If such Termination Date, the Purchase Price Credit due from SMMC exceeds the Original Balance of the Receivables originated by the applicable Originator Purchase Price payable to SMMC on any such day, such Originator shall pay the remaining excess amount may be credited against the Purchase Price payable to SMMC on one or more subsequent Purchase Dates; provided, however, that (1) if any portion of such a Purchase Price Credit remains unrealized on the Termination Date, it shall be payable by SMMC in cash immediatelyon the Termination Date; (2) if any of the events described in clauses (a)(iv)-(iv) or (b) above occurs after the Termination Date, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such resulting Purchase Price Credit from shall be paid in cash on the date of occurrence; and (3) no Purchase Price Credit shall include any indebtedness owed amount to it under its Subordinated Notethe extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor.

Purchase Price Credit Adjustments. If on any day: : (a) the Outstanding Balance of a Receivable purchased from originated by any Originator is: is reduced or canceled due to: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable any Collections), or cash Collections applied to such Receivable), (ii) reduced or canceled as a result of a any governmental or regulatory action, or (ii) any setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same transaction or a related transaction or an unrelated transaction), , or (iii) reduced on account of the any obligation or election of such Originator or any Affiliate thereof to pay to the related Obligor any warranty claim, rebate or refund, or or (iv) less on the date any misstatement of its sale then the amount reflected thereof, or (v) any extension, amendment or other modification to the payment terms of any Receivable or any Contract related to such Receivable in any material respect other than in accordance with the applicable Purchase ReportCredit and Collection Policy, or or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 2.1(l) through and the second sentence of including Section 2.1(q2.1(r) hereof is not true when made or deemed made with respect to any such Receivable, then, in any such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(v) above, the amount by which the Outstanding Balance of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, Receivable was reduced as applicable, a result thereof; and (yB) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable. If, which shall be reconveyed by on any day prior to an Originator’s Termination Date, the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit due from such Originator exceeds the Original Balance Purchase Price payable to such Originator on such day, the excess amount may be credited against the Purchase Price payable to such Originator on one or more subsequent days; provided, however, that (1) if any portion of the Receivables originated a Purchase Price Credit remains unrealized on such Originator’s Termination Date, it shall be payable by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable to a Collection Account on such Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.Date;

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a any Receivable purchased from any Originator Seller is: (i) reduced as a result of any defective or defective, rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by Seller (OTHER THAN A REDUCTION IN SUCH OUTSTANDING BALANCE RESULTING FROM (A) cash Collections received by Purchaser or Servicer, on Purchaser's behalf, on account of such Originator Receivable's Outstanding Balance, or (B) any Affiliate thereof (other than as a result of a chargereserve established against or write-off of such Receivable or cash Collections applied that is made due to such its becoming a Defaulted Receivable), (ii) reduced (in whole or canceled in part) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i2.1(h), (i), (j), (l), (r), (s), (t), (u) and ), the second sentence of Section 2.1(q) hereof is and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer Purchaser shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator Seller hereunder equal to (x) in the case of clauses a reduction under the preceding clause (a)(i) – or (iv) aboveii), the amount of such reduction whole or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablepartial reduction, and (y) in the case of a misrepresentation described in the preceding clause (b) above), the amount of the full Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the aggregate Original Balance of the Receivables originated by the applicable Originator on any day, such Originator Seller shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that (i) if the applicable Termination Date has not occurred, such Originator not later than the next Settlement Date, and (ii) if the Termination Date has occurred, immediately, PROVIDED THAT if the Termination Date has not occurred, Seller shall be allowed to deduct the remaining amount of such any Purchase Price Credit owing by it from any indebtedness owed to it under its the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator sold to Buyer is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such any Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any tariff or cash Collections applied to such Receivable),other governmental or regulatory action, or (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in calculating the applicable Outstanding Balance for purposes of any Purchase ReportReport (for any reason other than such Receivable becoming a Defaulted Receivable or payment in full of the entire Outstanding Balance being made on such Receivable), or (b) any of the representations and or warranties of any Originator set forth in Sections Section 2.1(i), (jSection 2.1(j), (lSection 2.1(k), (rSection 2.1(r), (sSection 2.1(s), (t), (uSection 2.1(t) and the second sentence of or Section 2.1(q2.1(u) hereof is were not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) ), without duplication, against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) equal, in the case of clauses clause (a)(i) – (iva) above, to the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Reportreductions relating to such Receivable, as applicableand, and (y) in the case of clause (b) above, the amount of to the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable becoming a Defaulted Receivable or to reflect cash Collections applied to on account of such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i2.1(h), (i), (j), (l), (r), (s), (t), (u) and ), the second sentence of Section 2.1(q) hereof is and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that PROVIDED THAT if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced or cancelled as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such any Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any governmental or cash Collections applied to such Receivable)regulatory action, or, (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, ; or (iv) less on the date of its sale then than the amount reflected included in calculating the applicable Outstanding Balance for purposes of any Purchase Report, Report (for any reason other than such Receivable becoming a Defaulted Receivable or payment in full of the entire Outstanding Balance being made on such Receivable); or (b) any of the representations and warranties set forth in Sections Section 2.1(h), Section 2.1(i), Section 2.1 (j), (lSection 2.1(r), (rSection 2.1(s), (s), (t), (uSection 2.1(t) and the second sentence of Section 2.1(q) hereof is are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) to, in the case of clauses clause (a)(i) – (iva) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Reportreductions relating to such Receivable and, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then the related Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) day the Outstanding Balance of a Receivable purchased from any Originator is: is either (ix) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment by the Originator (whether individually or otherwise by such Originator in its performance of duties as Sub-Servicer), or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (iiy) 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), (iii) reduced on account of transaction and whether such claim relates to the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate thereof) or refund, or (ivz) less on the date is otherwise reduced as a result of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties factors set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence definition of Section 2.1(q) hereof is not true when made or deemed made with respect to any such ReceivableDilutions, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amountcancellation. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator to be sold hereunder on any daydate, such then the Originator shall pay the remaining amount of such Purchase Price Credit in cash immediatelyon the next succeeding Business Day; PROVIDED THAT, provided that if the applicable Termination Date has not occurred, such the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note. Upon the payment (through offset or otherwise) of any Purchase Price Credit relating to returned or repossessed goods, all right, title and interest in and to such goods shall be re-vested in the Originator and the Buyer shall have no further interest therein.

Purchase Price Credit Adjustments. If (a) If, on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: , (i) reduced as a result of any defective or rejected or returned goods or servicesReceivable is subject to a Dispute, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of then such Receivable or cash Collections applied to such Receivable), (ii) reduced or canceled as shall become 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) Disputed Receivable and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to from the applicable Originator hereunder in an amount equal to the Outstanding Balance of such Receivable; or (xii) the Outstanding Balance of any Receivable is reduced or canceled as a result of (A) any cash discount, rebate, refund or other adjustment by such Originator, (B) any setoff, recoupment, defense or counterclaim in respect of any claim by the case Obligor thereof (whether such claim arises out of clauses the same or a related or an unrelated transaction), (a)(iC) – any mistake by such Originator or the Servicer in computing or reporting the Outstanding Balance thereof, or (ivD) aboveany governmental or regulatory action, then, on such day, such Receivable shall become a Disputed Receivable and the Buyer shall be entitled to a Purchase Price Credit from such Originator in the amount of such reduction or cancellation or cancellation. Without limiting the difference between foregoing, if, on any day, the actual Outstanding Balance of a Receivable is reduced as a result of any return of goods, discounts, credits, allowances or anticipation reductions taken by an Obligor, such Receivable shall become a Disputed Receivable and the amount reflected Buyer shall be entitled to a Purchase Price Credit from such Originator in the applicable Purchase Reportamount of such return, as applicablediscount, and (y) in the case of clause credit, allowance or anticipation reduction. (b) aboveIf, on any day, any of the representations or warranties of any Originator set forth in Section 2.1(i), Section 2.1(j), Section 2.1(r), Section 2.1(s) or Section 2.1(t) proves to have been untrue when made with respect to any Receivable sold by such Originator to the Buyer, then, on such day, each such Receivable shall become a Disputed Receivable and the Buyer shall be entitled to a Purchase Price Credit from such Originator in an amount of equal to the Outstanding Balance of such Receivable, which . (c) Each Purchase Price Credit shall be reconveyed payable to the Buyer by the applicable Originator out of funds not constituting Collections on or before the next succeeding Settlement Date, together with interest until paid, payable monthly in arrears at a rate per annum equal to LMIR (or, if LMIR is not available or has been suspended in accordance with the RPA, the Alternate Base Rate). Purchase Price Credits and interest thereon owing may be netted against the amount of Subordinated Loans and/or against the amount of any Purchase Price then payable by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated NoteOriginator.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a an Existing Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or Originator, Xxxx Receivables LLC, Existing Owner or, in the case of any Affiliate thereof Existing Receivable acquired by Xxxx from a Dealer, by the applicable Dealer (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivableon account of the Existing Receivables),, or (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not Article II are no longer true when made or deemed made with respect to any such Existing Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder in an amount equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation in the case of clause (a) or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) of such Existing Receivable in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator Existing Owner shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator within 5 Business Days after Buyer shall be allowed have become entitled to deduct the remaining amount of such Purchase Price Credit. Without limiting the generality of the foregoing, in connection with the representations and warranties relating to good title, absence of Adverse Claims, or effectiveness of transfer of any Existing Receivable, Existing Owner shall be deemed to have breached such representations and warranties and a Purchase Price Credit from shall be payable by Existing Owner in the amount of the Outstanding Balance of any indebtedness owed Existing Receivable if (i) a Dealer shall have originated such Existing Receivable, (ii) such Dealer shall have suffered an Insolvency Event at any time following the date such Existing Receivable was transferred hereunder and (iii) an action is brought in the Dealer’s bankruptcy case seeking to it under its Subordinated Noteclaim an affected Existing Receivable or proceeds thereof as property of the estate, exercise any avoiding power of the bankruptcy trustee, challenge good title to or ownership of such Existing Receivable or proceeds, assert any Adverse Claim on such Existing Receivable or proceeds or otherwise challenge the effectiveness or validity of such Dealer’s transfer of any Qualified Receivable and either (A) no Xxxx Entity answers such action on a timely basis, (B) no Xxxx Entity seeks the dismissal with prejudice of such action on a timely basis or submits a motion for summary judgment of such action on a timely basis or (C) such action survives a motion to dismiss or motion for summary judgment.

Purchase Price Credit Adjustments. If on any day: (a) the aggregate Outstanding Balance of a Receivable purchased from the Receivables originated by any Originator isSeller as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced or canceled for any of the following reasons: (i) reduced as a result of any rejected, defective or rejected returned services or returned goods or servicesmerchandise, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such Originator the applicable Seller or any Affiliate thereof (other than regardless of whether the same is treated by such Seller or Affiliate as a write-off), or as a result of a charge-off of such Receivable any surcharge or cash Collections applied to such Receivable),other governmental or regulatory action, or (ii) reduced or canceled as a result of a any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the applicable Seller, Buyer or any Person Affiliate of the foregoing (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such Originator the applicable Seller or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less as a result of any Outstanding Balance of any Receivable on the date of its sale then or contribution proving to have been less on such date than the amount reflected in on the applicable Purchase Report, or (b) any of the representations and or warranties of the applicable Seller set forth in Sections 2.1(iSection 2.1(a), (j), (l), (r), k) or (s), (t), (u) and the second sentence of Section 2.1(q) hereof is was not true when made or deemed made with respect to any such ReceivableReceivable originated by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(t) is no longer true with respect to any Receivable originated by it, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) – and (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablea)(iv), and (yB) in the case of clause (b) above, the full amount of the Outstanding Balance of such Receivable, which shall be reconveyed by Receivable in the Buyer to case of the applicable Originator following receipt of such amountpreceding clause (b). If such Purchase Price Credit exceeds the Original original Outstanding Balance of the Receivables originated to be sold by the applicable Originator Seller on any daythe date of a purchase, such Originator shall then the applicable Seller will pay to the Buyer the remaining amount of such Purchase Price Credit in cash immediately, provided not later than the next Business Day; PROVIDED that if the applicable such Seller's Sale Termination Date has not occurred, such Originator shall Seller will be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness Indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount demurrage or any adjustment or otherwise by such the applicable Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivableon account of the Receivables), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is Article II are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the aggregate Purchase Price otherwise payable hereunder to the applicable Originator hereunder with respect to the other Receivables of such Originator coming into existence on the day that any of the events set forth in clauses (a) or (b) of this Section 1.3 occurs or is discovered, in an amount equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and of the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of affected Receivable if the Outstanding Balance of such ReceivableReceivable has been cancelled or if clause (b) of this Section 1.3 applies, which shall be reconveyed by or (y) the Buyer to amount of any reduction in the applicable Originator following receipt Outstanding Balance of such amountthe affected Receivable if clause (a) applies (other than a total cancellation of the Outstanding Balance). If such the total Purchase Price Credit for all affected Receivables of an Originator coming into existence on any day exceeds the Original Balance of the other Receivables originated by of such Originator coming into existence on such day, then the applicable Originator on any day, such Originator shall pay the remaining excess amount of such Purchase Price Credit to Buyer in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct offset the remaining excess amount of such Purchase Price Credit from against any indebtedness owed to it under its the Subordinated Note, subject to the subordination provisions and any other restrictions on payments set forth therein. The Buyer shall be automatically deemed to sell, assign, transfer, set-over and otherwise reconvey to the applicable Originator, without recourse, representation or warranty, any Receivable which is the subject of a Purchase Price Credit that has reduced the Purchase Price for such Receivable to zero (and as to which such Originator has complied with the requirements of the immediately preceding sentence).

Purchase Price Credit Adjustments. If on any day: (a) day the --------------------------------- Outstanding Balance of a Receivable purchased from any Originator is: is either (ia) reduced as a result of any defective or rejected or returned goods or servicesservices or damage to shipped goods, any cash discounts, any volume discounts discount or any adjustment by the applicable Originator (whether individually, in such Originator's performance of duties as sub-servicer, or otherwise by such Originator or any Affiliate thereof the Servicer), (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (iib) 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), (iii) reduced on account of the obligation of transaction and whether such claim relates to such Originator or any Affiliate thereof to pay to the related Obligor any rebate Affiliates thereof), or refund, or (ivc) less on the date otherwise reduced as a result of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties factors set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence definition of Section 2.1(q) hereof is not true when made or deemed made with respect to any such ReceivableDilutions, then, in such event, the Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase --------------------- Price otherwise payable hereunder to such Originator equal to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amountcancellation. If such Purchase Price Credit exceeds the aggregate Original Balance of the Receivables originated to be paid for by the applicable Originator Buyer hereunder on any daydate, such then the applicable Originator shall pay the remaining amount of such Purchase Price Credit in cash immediatelywithin one Business Day after such date; provided that, provided that if the applicable Termination Date has not occurred, such Originator -------- shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note. Upon the payment (through offset or otherwise) of any Purchase Price Credit relating to returned or repossessed goods, all right, title and interest in and to such goods shall be re-vested in the applicable Originator and the Buyer shall have no further interest therein.

Purchase Price Credit Adjustments. If on any day: (a) day the Outstanding Balance of of, or Accrued Finance Charges in respect of, a Receivable purchased from any Originator is: is either (ix) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment by the Originator (whether individually or otherwise by such Originator or any Affiliate thereof (in its performance of duties as Sub-ServicerCollection Agent) or, if other than as a result of a chargeThe Bon-off Ton Department Stores, Inc., the applicable originator of such Receivable Receivable, or cash Collections applied to such Receivable), (iiy) reduced or canceled cancelled 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), transaction and whether such claim relates to the Originator (iii) reduced on account of or, if other than The Bon-Ton Department Stores, Inc, the obligation originator of such Originator Receivable) or any Affiliate thereof to pay to the related Obligor any rebate thereof) or refund, or (ivz) less on the date is otherwise reduced as a result of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties factors set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence definition of Section 2.1(q) hereof is not true when made or deemed made with respect to any such ReceivableDilutions, then, in such event, the Buyer shall be entitled to a credit (each, a the “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amountcancellation. If such suchSo long as the Termination Date has not yet occurred, if any Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator to be sold hereunder on any daydate, such then the Originator shall deduct the amount of such Purchase Price Credit from any indebtedness owed to it under the Revolving Note until the balance of the Revolving Note is reduced to zero, and then shall pay the theany remaining amount of such Purchase Price Credit to the Buyer in cash immediatelyon the next succeeding Business Day; provided that, provided that if if. On and after the applicable Termination Date has not occurred, such the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it owed under its Subordinated the Revolving Notepay to the Buyer the amount of any Purchase Price Credit in cash on the next succeeding Business Day and shall not deduct the amount of such Purchase Price Credit from any indebtedness to it owed under the Revolving Note. In no event shall a Purchase Price Credit with respect to any particular Receivable exceed the Purchase Price for such Receivable.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased purchased, directly or indirectly, from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable becoming a Defaulted Receivable or to reflect cash Collections applied to on account of such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i2.1(h), (i), (j), (l), (r), (s), (t), (u) and ), the second sentence of Section 2.1(q) hereof is and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer the applicable Transferee shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by Originated By the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that (i) if the applicable Termination Date has not occurred, such not later than the next Settlement Date, and (ii) if the Termination Date has occurred, immediately, PROVIDED THAT if the Termination Date has not occurred, each Other Originator shall be allowed to deduct the remaining amount of such any Purchase Price Credit owing by it from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. (a) If on any day: (a) day the Outstanding Balance of a Receivable purchased from any Originator is: purportedly conveyed hereunder is either (ix) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment by the Originator (whether individually or otherwise by such Originator in its performance of duties as Sub-Servicer), or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (iiy) 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), (iii) reduced on account of transaction and whether such claim relates to the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate thereof) or refund, or (ivz) less on the date is otherwise reduced as a result of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties factors set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence definition of Section 2.1(q) hereof is not true when made or deemed made with respect to any such ReceivableDilutions, then, in such event, the Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amountcancellation. If such Purchase Price Credit exceeds the Original Balance Purchase Price of the Receivables originated by the applicable Originator to be sold hereunder on any daydate, such then the Originator shall pay the remaining amount of such Purchase Price Credit in cash immediatelyon the next succeeding Business Day; provided that, provided that if the applicable Termination Date has not occurred, such the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated the Revolving Note. (b) If on any day any of the representations or warranties contained in Article II with respect to any Receivables are not true when made, or deemed made, the Originator shall be deemed to have received on such day a Collection of such Receivables in full. If the Originator is deemed to have received Collections pursuant to this Section 1.3(b), the Originator shall immediately pay such Collections to the Sub-Servicer for application in accordance with the terms hereof and, at all times prior to such remittance, such Collections shall be held in trust by the Originator for the exclusive benefit of the Buyer.

Purchase Price Credit Adjustments. (a) If on any day: (a) day the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discountsvolume incentive discount, promotional or advertising credits, any volume discounts other discount or any adjustment or otherwise by such the applicable Originator or any Affiliate thereof (other than as a result of a charge-off cash Collections on account of such Receivable and other than reductions resulting from such Receivable being written off the applicable Originator's books as uncollectible on account of the insolvency, bankruptcy or cash Collections applied to such Receivablelack of creditworthiness of the related Obligor), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) if any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is Article II were not true when made or deemed made with respect to any such ReceivableReceivable on the date of its Purchase hereunder, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder in an amount equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation in the case of clause (a) or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) of such Receivable in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount). If such Purchase Price Credit exceeds the Original Balance of Purchase Price for the Receivables originated sold by the applicable such Originator on any such day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediatelywithin five (5) Business Days thereafter, provided that if the applicable Termination Date of such Originator has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated NoteNote to the extent permitted thereunder.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable becoming a Defaulted Receivable or to reflect cash Collections applied to on account of such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i2.1(h), (i), (j), (l), (r), (s), (t), (u) and ), the second sentence of Section 2.1(q) hereof is and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that PROVIDED THAT if the applicable Originator's Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any dayday after the Initial Funding Date: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any tariff or cash Collections applied to such Receivable),other governmental action, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(i), (jSection 2.1(j), (lSection 2.1(r), (rSection 2.1(s), (s), (t), (uSection 2.1(t) and the second sentence of Section 2.1(q2.1(u) hereof is are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable related Originator hereunder equal to (xi) in the case of clauses subsection (a)(i) – (iva) above, the amount of such reduction or reduction, cancellation or the difference between the actual Outstanding Balance and the lesser amount reflected in the applicable Purchase Report, as applicable, and (yii) in the case of clause subsection (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then the related Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator Originators shall be allowed to deduct the remaining amount of such any Purchase Price Credit owed by it from any indebtedness owed to it under its Subordinated Note. If Buyer receives a Purchase Price Credit in an amount equal to, or an Originator pays to Buyer and Buyer receives (whether in cash or by a reduction in the indebtedness owed to such Originator under its Subordinated Note) an amount equal to the Outstanding Balance of any Receivable described in subsection (b) above, then, if such Originator identifies such Receivable in the next Monthly Report delivered to Buyer and its assigns, then Buyer shall be deemed, on the Settlement Date related to such Monthly Report, to have reconveyed to such Originator such Receivable, any Related Security and all subsequent Collections (excluding any related Deemed Collection) without any further action required on the part of Buyer.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a any Receivable purchased from any Originator is: (i) is reduced or cancelled as a result of any defective credit issued for returned or rejected or returned goods or servicesrepossessed goods, any cash discountsshortages, any pricing adjustment, any volume discounts rebate or any other allowance, adjustment or otherwise deduction by such any Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any governmental or cash Collections applied to such Receivable),regulatory action, or (iib) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iiic) the Outstanding Balance of any Receivable is reduced on account of the obligation of such any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivd) the Outstanding Balance of any Receivable is less on the date of its sale then than the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (be) any of the representations and or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made any Originator with respect to any such ReceivableReceivable set forth in Article 2 were not true when made, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any dayday after the Initial Funding Date: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any tariff or cash Collections applied to such Receivable),other governmental action, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(i), (jSection 2.1(j), (lSection 2.1(r), (rSection 2.1(s), (s), (t), (uSection 2.1(t) and the second sentence of Section 2.1(q2.1(u) hereof is are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”Credit ") against the Purchase Price otherwise payable to the applicable related Originator hereunder equal to (xi) in the case of clauses subsection (a)(i) – (iva) above, the amount of such reduction or reduction, cancellation or the difference between the actual Outstanding Balance and the lesser amount reflected in the applicable Purchase Report, as applicable, and (yii) in the case of clause subsection (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then the related Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator Originators shall be allowed to deduct the remaining amount of such any Purchase Price Credit owed by it from any indebtedness owed to it under its Subordinated Note. If Buyer receives a Purchase Price Credit in an amount equal to, or an Originator pays to Buyer and Buyer receives (whether in cash or by a reduction in the indebtedness owed to such Originator under its Subordinated Note) an amount equal to the Outstanding Balance of any Receivable described in subsection (b) above, then, if such Originator identifies such Receivable in the next Monthly Report delivered to Buyer and its assigns, then Buyer shall be deemed, on the Settlement Date related to such Monthly Report, to have reconveyed to such Originator such Receivable, any Related Security and all subsequent Collections (excluding any related Deemed Collection) without any further action required on the part of Buyer.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Transferred Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator, Transferor or, in the case of any Transferred Receivable acquired by Originator or any Affiliate thereof from a Dealer, by the applicable Dealer (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivableon account of the Transferred Receivables),, or (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not Article II are no longer true when made or deemed made with respect to any such Transferred Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the aggregate Purchase Price otherwise payable to the applicable Originator hereunder for new Transferred Receivables in an amount equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation in the case of clause (a) or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) of such Transferred Receivable in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount). If such Purchase Price Credit exceeds the Original Balance of the Transferred Receivables originated by the applicable Originator coming into existence on any day, such Originator then Transferor shall pay the remaining amount of such Purchase Price Credit in cash immediatelywithin 5 Business Days thereafter, provided that if the applicable Termination Date has not occurred, such Originator Transferor shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note. Without limiting the generality of the foregoing, in connection with the representations and warranties relating to good title, absence of Adverse Claims, or effectiveness of transfer of any Receivable transferred hereunder, Transferor shall be deemed to have breached such representations and warranties so that a Purchase Price Credit shall be payable by the Transferor in the amount of the Outstanding Balance of any Transferred Receivable if (i) a Dealer shall have originated such Transferred Receivable, (ii) such Dealer shall have suffered an Insolvency Event at any time following the date such Transferred Receivable was transferred hereunder and (iii) an action is brought in the Dealer’s bankruptcy case seeking to claim an affected Transferred Receivable or proceeds thereof as property of the estate, exercise any avoiding power of the bankruptcy trustee, challenge good title to or ownership of such Transferred Receivable or proceeds, assert any Adverse Claim on such Transferred Receivable or proceeds or otherwise challenge the effectiveness or validity of such Dealer’s transfer of any Transferred Receivable and either (A) no Xxxx Entity answers such action on a timely basis, (B) no Xxxx Entity seeks the dismissal with prejudice of such action on a timely basis or submits a motion for summary judgment of such action on a timely basis or (C) such action survives a motion to dismiss or motion for summary judgment.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced reduced, in whole or in part, as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof Transferor (other than as cash Collections received on account of such Receivables or a result of a chargewrite-off of such Receivable all or cash Collections applied to such Receivableany portion of its Outstanding Balance as uncollectible), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is 2.2 are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer Transferee shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to hereunder on the applicable Originator hereunder next succeeding Transfer Date equal to to: (xi) in the case of clauses a partial reduction under clause (a)(i) – or (iva)(ii) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Reportreduction, as applicable, and and (yii) in the case of clause (b) aboveall other cases, in the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amounttotal reduction or cancellation). If such Purchase Price Credit exceeds the Original Balance Purchase Price of the Receivables originated by being purchased on the applicable Originator on any daynext succeeding Transfer Date, such Originator then Transferor shall pay the remaining amount of such Purchase Price Credit in cash immediatelyon such Transfer Date, provided that if the applicable Termination Date has not occurred, such Originator Transferee shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed it owes to it Transferor under its the Subordinated Note. Upon payment of the Purchase Price Credit either as an offset to the Purchase Price of Receivables or in cash with respect to any Receivable for which such Purchase Price Credit equals the Outstanding Balance of such Receivable, such Receivable shall be deemed to be transferred from the Transferee to the Transferor and shall become the property of the Transferor for all purposes. With respect to any Receivable for which such Purchase Price Credit paid either as an offset to the Purchase Price of Receivables or in cash is less than the Outstanding Balance of such Receivable, the Transferor shall be entitled to any Collections received with respect to such Receivable in excess of the Outstanding Balance of such Receivable not offset by a Purchase Price Credit.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced or cancelled as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any other adjustment or otherwise by such any Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any governmental or cash Collections applied to such Receivable)regulatory action, or, (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iii) reduced on account of the obligation of such any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, ; or (iv) less on the date of its sale then than the amount reflected included in calculating the applicable Outstanding Balance for purposes of any Purchase Report, Report (for any reason other than such Receivable becoming a Defaulted Receivable or payment in full of the entire Outstanding Balance being made on such Receivable); or (b) any of the representations and warranties set forth in Sections Section 2.1(h), Section 2.1(i), (jSection 2.1(j), (lSection 2.1(r), (rSection 2.1(s), (s), (t), (uSection 2.1(t) and the second sentence of Section 2.1(q) hereof is are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) to, in the case of clauses clause (a)(i) – (iva) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Reportreductions relating to such Receivable and, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then the related Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: day (i) reduced as any Receivable originated by a result of any defective Seller becomes a Diluted Receivable, or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof this Agreement is not true when made or deemed made with respect to any such ReceivablePurchased Receivable or the Buyer's interest therein, then, in such event, the Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator such Seller hereunder in respect of thereafter created Purchased Receivables equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and Diluted Receivable (y) in the case of clause (bi) above, the amount of ) or equal to the Outstanding Balance of such Receivable, which the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be reconveyed granted or paid by a Seller in the case of clause (ii) above unless requested by the Buyer to (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Originator following receipt of such amountSeller). If such the aggregate Purchase Price Credit Credits in respect of any Seller exceeds the Original Balance Purchase Price in respect of the Receivables originated by the applicable Originator of such Seller payable on any dayPurchase Date, or if the Termination Date has occurred, then such Originator shall Seller agrees to pay the remaining amount of such Purchase Price Credit to the Buyer in cash immediately, provided that if on or prior to the applicable Termination first Settlement Date has not occurred, such Originator shall be allowed to deduct occur after the remaining amount of date on which such Purchase Price Credit from arises. Simultaneously with the granting or payment of any indebtedness owed Purchase Price Credit by any Seller in respect of a Purchased Receivable under clause (ii) above, such Purchased Receivable and the Receivables Property with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to it under its Subordinated Notesuch Seller without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a any Additional Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such an Originator or any Affiliate thereof (other than as a result of such Additional Receivable's being charged off for credit reasons or reduced as a charge-off result of such Receivable or cash Collections applied to such Receivableactually received), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(iSection 2.1(c), (h), (i), (j), (l), (q), (r), (s), (t), (u) and or the second sentence of Section 2.1(q2.1(p) hereof is are not true when made or deemed made with respect to any such Additional Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) abovea partial reduction, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablereduction, and (y) in the case of clause (b) abovea total reduction or cancellation, the amount lesser of the Purchase Price paid for and the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the aggregate Purchase Price payable for Receivables originated by the applicable Originator coming into existence on any day, such Originator then Buyer shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator NSI Georgia shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: day (ai) the Outstanding Balance of a Receivable purchased from any Originator is: Receivable is (ia) reduced as a result of any defective or defective, rejected or returned goods or services, any cash discountsdiscount, any volume discounts or any noncash adjustment or otherwise by such the applicable Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (iib) reduced or canceled as a result of a setoff in respect of arising from any claim by any Person the Obligor thereof against such Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), , (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (bii) any of the representations and or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 4.01(k) and the second sentence of Section 2.1(q) hereof is not true true, with respect to any Originator Receivable on the date when made or deemed made or (iii) any Adverse Claim or any Dispute, claim, offset or defense, as referred to in Section 7.01(vi), has arisen or been asserted with respect to any such Originator Receivable, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable such Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the full amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and adjustment (y) in the case of clause (bi) above, ) or (y) the amount outstanding balance of the Outstanding Balance applicable Originator Receivable (in the case of such Receivableclause (ii) or (iii) above) less any Collections received in respect thereof; provided, which that no Purchase Price Credit shall be reconveyed granted or paid by any Originator in the case of clause (ii) above unless requested by the Buyer to (which request must be made within six (6) months following the date the Buyer receives notice of such breach or inaccuracy from the applicable Originator). If the aggregate Purchase Price Credits in respect of any Originator following receipt exceeds the aggregate Purchase Price in respect of the Receivable Assets of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator payable on any dayPurchase Date, such Originator shall pay to the Buyer an amount equal to the remaining amount of such Purchase Price Credits by depositing such amount in the Collection Account on or prior to the first Settlement Date after the date on which such Purchase Price Credits arose. On (x) the Termination Date (or, if not a Business Day, the first Business Day thereafter), each Originator shall pay to the Buyer an amount equal to the aggregate Purchase Price Credits in respect of such Originator as of such date that have not as of such time been netted against the Purchase Price payable to such Originator pursuant to Section 2.02(c) and (y) each Business Day after the Termination Date on which a Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurredrespect of an Originator exists, such Originator shall be allowed pay to deduct the remaining Buyer an amount of equal to such Purchase Price Credit, in each case, by depositing such amount in the Collection Account on such Business Day. Simultaneously with the granting or payment of any Purchase Price Credit from by an Originator in respect of an Originator Receivable under clause (ii) or (iii) above, such Originator Receivable and the other Receivable Assets with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to such Originator without any indebtedness owed to it under its Subordinated Notefurther action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from originated by any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable Purchase calculations in any Servicer Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 2.1(l) through and the second sentence of including Section 2.1(q2.1(p) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of Purchase Price paid for such Receivable, which shall be reconveyed Receivable less Collections received by the Buyer thereon. If, on any day prior to the applicable Originator following receipt of such amount. If such Termination Date, the Purchase Price Credit due from any Originator exceeds the Original Balance Purchase Price payable to such Originator on such day, the excess amount may be credited against the Purchase Price payable to such Originator on one or more subsequent days; provided, however, that (1) if any portion of a Purchase Price Credit remains unrealized on the Receivables originated Termination Date, it shall be payable by the applicable Originator in cash on the Termination Date; (2) if any dayof the events described in clauses (a)(iv)-(iv) or (b) above occurs after the Termination Date, such Originator shall pay the remaining amount of such resulting Purchase Price Credit shall be paid in cash immediately, provided that if on the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount date of such occurrence; (3) no Purchase Price Credit shall include any amount to the extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor; and (4) Purchase Price Credits owing from any indebtedness owed Colors relating to it under its Subordinated NoteContributed Receivables shall be reflected solely as reductions of Colors’ equity in Buyer.

Purchase Price Credit Adjustments. If on any day: (a) : a. the Outstanding Balance of a Receivable purchased from any Originator originated by SMMC is: (i) i. reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator SMMC or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) . 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 (iii) . reduced on account of the obligation of such Originator SMMC or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (or iv) . less on the date of its sale then than the amount reflected included in the applicable Purchase calculations in any Monthly Report, or (b) or b. any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (uSection 2.1(p) through and the second sentence of including Section 2.1(q2.1(v) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer TPNA shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the Net Pool Balance (as defined in the applicable Purchase ReportCSA), as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of Purchase Price paid for such ReceivableReceivable less Collections received by TPNA thereon. If, which shall be reconveyed by the Buyer on any day prior to the applicable Originator following receipt of such amount. If such Termination Date, the Purchase Price Credit due from SMMC exceeds the Original Balance of the Receivables originated by the applicable Originator Purchase Price payable to SMMC on any such day, such Originator shall pay the remaining excess amount may be credited against the Purchase Price payable to SMMC on one or more subsequent Purchase Dates; provided, however, that (1) if any portion of such a Purchase Price Credit remains unrealized on the Termination Date, it shall be payable by SMMC in cash immediatelyon the Termination Date; (2) if any of the events described in clauses (a)(iv)-(iv) or (b) above occurs after the Termination Date, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such resulting Purchase Price Credit from shall be paid in cash on the date of occurrence; and (3) no Purchase Price Credit shall include any indebtedness owed amount to it under its Subordinated Notethe extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor.

Purchase Price Credit Adjustments. (a) If on any day: (a) day the Outstanding Balance of a Receivable purchased from any Originator is: is either (ix) reduced as a result of any defective or defective, rejected or returned goods merchandise or services, any cash discountsdiscount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any volume discounts or any billing adjustment or otherwise by such Originator other adjustment, or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (iiy) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of , the obligation Purchaser shall be entitled to a Purchase Price Credit in an amount equal to the full amount of such Originator reduction or cancellation. In addition, if on any Affiliate thereof day any representation or warranty contained in Article III with respect to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof Receivable is not true when made or deemed made with respect to any such Receivablemade, then, in such event, Buyer the Purchaser shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder Credit in an amount equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such any Purchase Price Credit to which the Purchaser is entitled pursuant to this SECTION 2.3 exceeds the Original Balance Purchase Price of the Receivables originated by the applicable Originator to be sold hereunder on any daydate, such Originator then the Seller shall pay the remaining amount of such Purchase Price Credit to the Purchaser in cash immediatelyon the next succeeding Business Day; PROVIDED that, provided that if the applicable Termination Date has not occurred, such Originator the Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note. (b) Any payment by 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 and unless otherwise instructed by the Purchaser, be applied as a Collection of any Receivable of such Obligor which was included in a Purchase hereunder (starting with the oldest such Receivable) before being applied to any other receivable or other indebtedness of such Obligor.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from originated by any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(h), Section 2.1(i), (jSection 2.1(j), (lSection 2.1(q), (rSection 2.1(r), (s), (t), (uSection 2.1(s) and the second sentence of or Section 2.1(q2.1(t) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If If, on any day, such Purchase Price Credit exceeds the Original Balance outstanding principal balance of the Receivables originated by Subordinated Note of the applicable Originator on any such day, such Originator then CMC shall pay be deemed to have contributed additional Contributed Receivables to the remaining Buyer having a value equal to the otherwise unpaid amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, owed by such Originator shall be allowed to deduct the remaining amount of on such day; provided, further, that no Purchase Price Credit shall include any amount to the extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor. Purchase Price Credits owing from any indebtedness owed CMC relating to it under its Subordinated NoteContributed Receivables shall be reflected solely as reductions of CMC’s equity in Buyer.

Purchase Price Credit Adjustments. If on any day: (a) : the Outstanding Balance of a any Receivable purchased from any Originator is: (i) : reduced as a result of any defective or defective, rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result reduction in such Outstanding Balance resulting from (A) cash Collections received by Buyer or Servicer, on Buyer's behalf, on account of a chargesuch Receivable's Outstanding Balance, or (B) any reserve established against or write-off of such Receivable or cash Collections applied that is made due to such its becoming a Defaulted Receivable), , reduced (iiin whole or in part) 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), (iii) reduced on account of the obligation of such Originator , or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i2.1(h), (i), (j), (l), (r), (s), (t), (u) and ), the second sentence of Section 2.1(q) hereof is and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses a reduction under the preceding clause (a)(i) – or (iv) aboveii), the amount of such reduction whole or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablepartial reduction, and (y) in the case of a misrepresentation described in the preceding clause (b) above), the amount of the full Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the aggregate Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash (i) if the Termination Date has not occurred, not later than the next Settlement Date, and (ii) if the Termination Date has occurred, immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such any Purchase Price Credit owing by it from any indebtedness owed to it under its the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable becoming a Defaulted Receivable or to reflect cash Collections applied to on account of such Receivable), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(iSECTIONS 2.1(H), (jI), (lJ), (rL), (sR), (tS), (u) and T), (U), the second sentence of Section 2.1(qSECTION 2.1(Q) hereof is and the last clause (relating to bulk sales laws) of SECTION 2.1(C) are not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) abovea partial reduction, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicablereduction, and (y) in the case of clause (b) abovea total reduction or cancellation, the amount lesser of the total Purchase Price paid for and the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that PROVIDED THAT if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Revolving Note.

Purchase Price Credit Adjustments. If on any day:: -------------------------------- (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such the Originator or any Affiliate thereof the Original Seller of such Receivable (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivableon account of the Receivables), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is Article II are not true when made or deemed made with respect to any such Receivable, or (c) any Contract with respect to any Receivable shall fail to create a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable hereunder to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discountsdiscount, any volume discounts rebate or any adjustment or otherwise by the Originator of such Originator or any Affiliate thereof Receivable (other than cash Collections on account of the Receivables and other than Receivables that, consistent with the applicable Originator's Credit and Collection Policy, have been written off Seller's books as uncollectible other than as a result of a charge-off any of such Receivable the other condi tions or cash Collections applied to such Receivableevents set forth in this definition), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is Article II are not true when made or deemed made with respect to any such Receivable, or (c) any Contract with respect to any Receivable shall fail to create a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable hereunder to the applicable Originator hereunder of such Receivable equal to (x) in the case of clauses any Receivable reduced or cancelled pursuant to clause (a)(i) – (iva) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) aboveall other cases, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT of such Originator coming into existence on any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its such Originator's Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from originated by any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(h), Section 2.1(i), (jSection 2.1(j), (lSection 2.1(q), (rSection 2.1(r), (s), (t), (uSection 2.1(s) and the second sentence of or Section 2.1(q2.1(t) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If If, on any day, such Purchase Price Credit exceeds the Original Balance of the Receivables originated by outstanding principal balance of the Subordinated Note of the applicable Subsidiary Originator on in any dayCalculation Period, such then the applicable Subsidiary Originator shall pay the remaining amount of such Purchase Price Credit in cash immediatelyon the next succeeding Monthly Settlement Date, provided that if the applicable Facility Termination Date has not occurred, any such Subsidiary Originator shall be allowed to deduct the remaining remainingOriginator on such day, then CMC shall be deemed to have contributed additional Contributed Receivables to the Buyer having a value equal to the otherwise unpaid amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated NoteNoteowed by such Originator on such day; provided, further, that no Purchase Price Credit shall include any amount to the extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor. Purchase Price Credits owing from CMC relating to Contributed Receivables shall be reflected solely as reductions of CMC’s equity in Buyer.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a any Receivable purchased from any Originator is: (i) is reduced or cancelled as a result of any defective credit issued for returned or rejected or returned goods or servicesrepossessed goods, any cash discountsshortages, any pricing adjustment, any volume discounts rebate or any other allowance, adjustment or otherwise deduction by such the applicable Originator or any Affiliate thereof (other than thereof, or as a result of a charge-off of such Receivable any governmental or cash Collections applied to such Receivable),regulatory action, or (iib) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by any Person the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction),, or (iiic) the Outstanding Balance of any Receivable is reduced on account of the obligation of such the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (ivd) the Outstanding Balance of any Receivable is less on the date of its sale then than the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections), or (be) any of the representations and or warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and of the second sentence of Section 2.1(q) hereof is not true when made or deemed made applicable Originator with respect to any Receivable originated by such ReceivableOriginator set forth in Article II were not true in all material respects when made, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable such Originator hereunder equal to (xA) in the case of clauses (a)(ia) – through (ivd) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, and (yB) in the case of clause (be) above, in the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable such Originator on any dayday or if the Termination Date has occurred, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from originated by any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(h), Section 2.1(i), (jSection 2.1(j), (lSection 2.1(q), (rSection 2.1(r), (s), (t), (uSection 2.1(s) and the second sentence of or Section 2.1(q2.1(t) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer Receivable (calculated before giving effect to the applicable Originator following receipt of such amountreduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Subsidiary Originator on in any dayCalculation Period, such then the applicable Subsidiary Originator shall pay the remaining amount of such Purchase Price Credit in cash immediatelyon the next succeeding Monthly Settlement Date, provided that if the applicable Facility Termination Date has not occurred, any such Subsidiary Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note; provided, further, that no Purchase Price Credit shall include any amount to the extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Purchase Price Credits owing from CMC shall be reflected solely as reductions of CMC’s equity in Buyer.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from originated by any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),thereof, or (ii) 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 (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then than the amount reflected included in the applicable calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(h)(ii), Section 2.1(i), (jSection 2.1(j), (lSection 2.1(p), (rSection 2.1(q), (s), (t), (uSection 2.1(r) and the second sentence of or Section 2.1(q2.1(s) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (xA) in the case of clauses (a)(i) – (iva)(i)-(iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected included in calculating the applicable Purchase ReportNet Pool Balance, as applicable, ; and (yB) in the case of clause (b) above, in the amount of the Outstanding Balance of Purchase Price paid for such Receivable, which shall be reconveyed Receivable less Collections received by the Buyer thereon. If, on any day prior to the applicable Originator following receipt of such amount. If such Termination Date, the Purchase Price Credit due from any Originator exceeds the Original Balance Purchase Price payable to such Originator on such day, the excess amount may be credited against the Purchase Price payable to such Originator on one or more subsequent days; provided, however, that (1) if any portion of a Purchase Price Credit remains unrealized on the Receivables originated Termination Date, it shall be payable by the applicable Originator in cash on the Termination Date; (2) if any dayof the events described in clauses (a)(iv)-(iv) or (b) above occurs after the Termination Date, such Originator shall pay the remaining amount of such resulting Purchase Price Credit shall be paid in cash immediately, provided that if on the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount date of such occurrence; (3) no Purchase Price Credit shall include any amount to the extent the same represents losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor; and (4) Purchase Price Credits owing from any indebtedness owed KapStone Kraft relating to it under its Subordinated NoteContributed Receivables shall be reflected solely as reductions of KapStone Kraft’s equity in Buyer.

Purchase Price Credit Adjustments. If on any day:: --------------------------------- (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or defective, rejected or returned non-conforming goods or services, any cash discounts, any volume discounts discount or any adjustment or otherwise by such an Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivableon account of the Receivables), (ii) 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), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not Article II ---------- are no longer true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase -------- Price Credit”") against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of ------------ the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator coming into existence on any day, such then the applicable Originator shall pay the remaining amount of such Purchase Price Credit either (i) in cash immediatelywithin five (5) Business Days thereafter, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct or (ii) by deducting the remaining amount of such Purchase Price Credit from any indebtedness owed to it such Originator under its Subordinated Note; provided, however, that so long as an Amortization Event or a Potential -------- ------- Amortization Event has occurred and is continuing, such Purchase Price Credit shall be paid by such Originator, to Buyer, in cash, by deposit of immediately available funds to the relevant Collection Account for application by the Servicer to the same extent as if Collections on the applicable Receivable in such amount had been received on such date. In the event that an Originator has paid in full the Purchase Price Credit of any Receivable pursuant to this Section 1.3, Buyer shall reconvey such Receivable to such Originator, without ----------- representation or warranty, but free and clear of all liens created by Buyer.