Common use of Purchase Price Credit Adjustments Clause in Contracts

Purchase Price Credit Adjustments. If on any day (i) any Receivable originated by the Seller becomes a Diluted Receivable, or (ii) any of the representations or warranties set forth in this Agreement is not true with respect to any Purchased Receivable or the Buyer’s interest therein, then, in such event, the Buyer shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect of the Receivables of the Seller payable on any Purchase Date, 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 on or prior to the first Settlement Date to occur after the date on which such Purchase Price Credit arises. Simultaneously with the granting or payment of any 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 the Seller without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment or other adjustment, or (y) 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), the Purchaser shall be entitled to a Purchase Price Credit in an amount equal to the full amount of such reduction or cancellation. In addition, if on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable originated by as of the Seller becomes a Diluted Receivable, date such representation or warranty was made or (ii) any of the representations or warranties set forth in this Agreement is not true Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any Purchased 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 Buyer’s interest thereinrequirements in paragraph (xi) of the definition of “Eligible Receivable” in the TAA, then, in any such eventcase, the Buyer Purchaser shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller hereunder Credit in respect of thereafter created Purchased Receivables an amount equal to the full amount of such Diluted Receivable (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no such Receivable. If any Purchase Price Credit shall be granted or paid by to which the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller Purchaser is entitled pursuant to this Section 2.3 exceeds the Purchase Price in respect of the Receivables of the Seller payable to be sold hereunder on any Purchase Date, or if the Termination Date has occurreddate, then the Seller agrees to shall pay the remaining amount of such Purchase Price Credit to the Buyer Purchaser in cash on or prior the next succeeding Business Day; provided that, if the Termination Date has not occurred, the Seller shall be allowed to deduct the first Settlement Date to occur after the date on which remaining amount of such Purchase Price Credit arises. Simultaneously with from any indebtedness owed to it under the granting or payment of any 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 the Seller without any further action by the Buyer or any other PersonSubordinated Note.

Purchase Price Credit Adjustments. If on any day (i) any Receivable originated by the a Seller becomes a Diluted Receivable, or (ii) any of the representations or warranties set forth in Sections 4.01(i), (p), (v) or (w) of this Agreement is not true with respect to any Purchased Receivable or the Buyer’s 's interest therein, then, in such event, the Buyer shall be entitled to a credit (a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the such Seller hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable Dilution Adjustment (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be granted or paid by the a Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the any Seller exceeds the Purchase Price in respect of the Receivables of the such Seller payable on any Purchase Date, or if the Termination Date has occurred, then the such Seller agrees to pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior to the first Settlement Date (or the Termination Date, if earlier) to occur after the date on which such Purchase Price Credit arises. Simultaneously with the granting or payment of any Purchase Price Credit by the 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 the such Seller without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day (i) day: the Outstanding Balance of any Receivable originated purchased from Originator is: reduced as a result of any defective, rejected or returned goods or services, any discount or adjustment or otherwise by the Seller becomes Originator (other than a Diluted reduction in such Outstanding Balance resulting from (A) cash Collections received by Buyer or Servicer, on Buyer's behalf, on account of such Receivable's Outstanding Balance, or (iiB) any reserve established against or write-off of such Receivable that is made due to its becoming a Defaulted Receivable), reduced (in whole or 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), or any of the representations or and warranties set forth in this Agreement is Sections 2.1(h), (i), (j), (r), (s), (t), (u), the second sentence of Section 2.1(q) hereof 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 Purchased Receivable or the Buyer’s interest thereinReceivable, 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 Seller Originator hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable (x) in the case of a reduction under the preceding clause (i) abovea)(i) or equal to (ii), the Outstanding Balance amount of the applicable Purchased Receivable such whole or partial reduction, and (y) in the case of a misrepresentation described in the preceding clause (ii) aboveb); provided that no , the full Outstanding Balance of such Receivable. If such Purchase Price Credit shall be granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If exceeds the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect Original Balance of the Receivables of the Seller payable originated on any Purchase Dateday, or if the Termination Date has occurred, then the Seller agrees to Originator shall pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior (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 Termination Date has not occurred, Originator shall be allowed to deduct the first Settlement Date to occur after the date on which such Purchase Price Credit arises. Simultaneously with the granting or payment remaining amount of any Purchase Price Credit owing by it from any indebtedness owed to it under 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 the Seller without any further action by the Buyer or any other PersonSubordinated Note.

Purchase Price Credit Adjustments. If on any day (i) any Receivable originated by the a Seller becomes a Diluted Receivable, or (ii) any of the representations or warranties set forth in this Agreement is not true with respect to any Purchased Receivable or the Buyer’s 's interest therein, then, in such event, the Buyer shall be entitled to a credit (a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the such Seller hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be granted or paid by the a Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the any Seller exceeds the Purchase Price in respect of the Receivables of the such Seller payable on any Purchase Date, or if the Termination Date has occurred, then the such Seller agrees to pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior to the first Settlement Date to occur after the date on which such Purchase Price Credit arises. Simultaneously with the granting or payment of any Purchase Price Credit by the 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 the such Seller without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day (i) the Outstanding Balance of any Pool Receivable originated is reduced or adjusted by the Seller becomes Servicer as a Diluted Receivableresult of any Dilution Factors, or (ii) any of the representations or warranties set forth in this Agreement paragraphs (h) or (n) of Section 4.1 is not true with respect to any Purchased Receivable or the Buyer’s interest thereinPool Receivable, then, in such event, the Buyer Company shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder to the Seller hereunder in respect Originator of thereafter created Purchased Receivables such Pool Receivable equal to the full amount of such Diluted Receivable reduction or adjustment (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Pool Receivable (in the case of clause (ii) above); provided that no . If such Purchase Price Credit shall be granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect of the Receivables to be sold hereunder by the Originator of the Seller payable such Pool Receivable on any Purchase Date, or if the Termination Date has occurreddate, then the Seller agrees to such Originator shall pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior the next succeeding Business Day; provided that, if the Termination Date has not occurred, such Originator shall be allowed to deduct the first Settlement Date to occur after the date on which remaining amount of such Purchase Price Credit arises. Simultaneously with from any indebtedness owed to it under the granting Subordinated Note issued by the Company to such Originator; provided, further, that at any time on or payment after the Termination Date, the amount of any such Purchase Price Credit shall be paid by such Originator to the Company by deposit in immediately available funds into the relevant Blocked Account for application 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 Servicer to the Seller without any further action by same extent as if Collections of the Buyer or any other Personapplicable Pool Receivable in such amount had actually been received on such date.

Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment or other adjustment, or (y) 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), the Purchaser shall be entitled to a Purchase Price Credit in an amount equal to the full amount of such reduction or cancellation. In addition, if on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable originated by as of the Seller becomes a Diluted Receivable, date such representation or warranty was made or (ii) any of the representations or warranties set forth in this Agreement is not true Section 3.1(d) or Section 3.1(j) becomes untrue with ​ ​ respect to a Receivable (whether on or after the date of any Purchased 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 Buyer’s interest thereinrequirements in paragraph (xi) of the definition of “Eligible Receivable” in the TAA or becomes a Diluted Government Program Receivable, then, in any such eventcase, the Buyer Purchaser shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller hereunder Credit in respect of thereafter created Purchased Receivables an amount equal to the full amount of such Diluted Receivable (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased such Receivable (in the case of clause (ii) abovedetermined without giving effect to any write-off with respect thereto); provided that no . If any Purchase Price Credit shall be granted or paid by to which the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller Purchaser is entitled pursuant to this Section 2.3 exceeds the Purchase Price in respect of the Receivables of the Seller payable to be sold hereunder on any Purchase Date, or if the Termination Date has occurreddate, then the Seller agrees to shall pay the remaining amount of such Purchase Price Credit to the Buyer Purchaser in cash on or prior the next succeeding Business Day; provided that, if the Termination Date has not occurred, the Seller shall be allowed to deduct the first Settlement Date to occur after the date on which remaining amount of such Purchase Price Credit arisesfrom any indebtedness owed to it under the Subordinated Note. Simultaneously with the granting or payment of any 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 the Seller without any further action by the Buyer or any other Person.​

Purchase Price Credit Adjustments. If on any day the Outstanding Balance of, or Accrued Finance Charges in respect of, a Receivable is either (ix) reduced as a result of any Receivable originated defective or rejected goods or services, any cash discount or any adjustment by the Seller becomes a Diluted Originator (whether individually or in its performance of duties as Sub-ServicerCollection Agent) or, if other than The Bon-Ton Department Stores, Inc., the applicable originator of such Receivable, or (iiy) reduced or 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 and whether such claim relates to the Originator (or, if other than The Bon-Ton Department Stores, Inc, the originator of such Receivable) or any Affiliate thereof) or (z) is otherwise reduced as a result of any of the representations or warranties factors set forth in this Agreement is not true with respect to any Purchased Receivable or the Buyer’s interest thereindefinition of Dilutions, then, in such event, the Buyer shall be entitled to a credit (a the “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable (in the case of clause (i) above) reduction or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller)cancellation. If the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect of the Receivables of the Seller payable on any Purchase Date, or if suchSo long as the Termination Date has not yet occurred, if any Purchase Price Credit exceeds the Original Balance of the Receivables to be sold hereunder on any date, then the Seller agrees 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 on or prior to the first Settlement Date to occur next succeeding Business Day; provided that, if. On and after the date on which Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit arises. Simultaneously with from any indebtedness to it owed under the granting or payment Revolving Notepay to the Buyer the amount of any Purchase Price Credit by in cash on the Seller in respect 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 Purchased Receivable under clause (ii) above, such Purchased Receivable and the Receivables Property Purchase Price Credit with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by to any particular Receivable exceed the Buyer to the Seller without any further action by the Buyer or any other PersonPurchase Price for such Receivable.

Purchase Price Credit Adjustments. If on any day the --------------------------------- Outstanding Balance of a Receivable is either (ia) reduced as a result of any Receivable originated defective goods or services or damage to shipped goods, any cash discount or any adjustment by the Seller becomes applicable Originator (whether individually, in such Originator's performance of duties as sub-servicer, or by the Servicer), (b) reduced or canceled as a Diluted Receivableresult 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 and whether such claim relates to such Originator or any Affiliates thereof), or (iic) otherwise reduced as a result of any of the representations or warranties factors set forth in this Agreement is not true with respect to any Purchased Receivable or the Buyer’s interest thereindefinition of Dilutions, 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 the Seller hereunder in respect of thereafter created Purchased Receivables such Originator equal to the full amount of such Diluted Receivable (in reduction or cancellation. If such Purchase Price Credit exceeds the case of clause (i) above) or equal to the Outstanding aggregate Original Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall Receivables to be granted or paid by the Seller in the case of clause (ii) above unless requested for by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect of the Receivables of the Seller payable hereunder on any Purchase Date, or if the Termination Date has occurreddate, then the Seller agrees to applicable Originator shall pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior within one Business Day after such date; provided that, if the Termination Date has not occurred, such Originator -------- shall be allowed to deduct the first Settlement Date to occur after the date on which remaining amount of such Purchase Price Credit arisesfrom any indebtedness owed to it under its Subordinated Note. Simultaneously with Upon the granting payment (through offset or payment otherwise) of any Purchase Price Credit by relating to returned or repossessed goods, all right, title and interest in and to such goods shall be re-vested in the Seller in respect of a Purchased Receivable under clause (ii) above, such Purchased Receivable applicable Originator and the Receivables Property with respect thereto Buyer shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to the Seller without any have no further action by the Buyer or any other Personinterest therein.

Purchase Price Credit Adjustments. If on any day (i) the Outstanding Balance of any Originator Receivable originated is (a) reduced as a result of any defective, rejected or returned services, any cash discount, or any noncash adjustment by the Seller becomes applicable Originator or (b) reduced or canceled as a Diluted Receivableresult of a setoff arising from any claim by the Obligor thereof against such Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) any of the representations or warranties set forth in this Agreement Section 4.01(k) is not true true, with respect to any Purchased Originator Receivable on the date when made or the Buyer’s interest thereindeemed made or (iii) any Adverse Claim or any Dispute, thenclaim, offset or defense, as referred to in such eventSection 7.01(vi), has arisen or been asserted with respect to any Originator Receivable, the Buyer shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller such Originator hereunder in respect of thereafter created Purchased Receivables equal to (x) the full amount of such Diluted Receivable reduction or adjustment (in the case of clause (i) above) or equal to (y) the Outstanding Balance outstanding balance of the applicable Purchased Originator Receivable (in the case of clause (ii) or (iii) above)) less any Collections received in respect thereof; provided provided, that no Purchase Price Credit shall be granted or paid by the Seller any Originator in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach or inaccuracy from the applicable SellerOriginator). If the aggregate Purchase Price Credits in respect of the Seller any Originator exceeds the aggregate Purchase Price in respect of the Receivables Receivable Assets of the Seller such Originator payable on any Purchase Date, or if such Originator shall pay to the Termination Date has occurred, then the Seller agrees Buyer an amount equal to pay the remaining amount of such Purchase Price Credit to Credits by depositing such amount in the Buyer in cash Collection Account on or prior to the first Settlement Date to occur 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 arisesin respect of an Originator exists, such Originator shall pay to the Buyer an amount 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 by the Seller an Originator in respect of a Purchased an Originator Receivable under clause (ii) or (iii) above, such Purchased Originator Receivable and the Receivables Property other Receivable Assets with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to the Seller such Originator without any further action by the Buyer or any other Person.

Purchase Price Credit Adjustments. If on any day (i) the Outstanding Balance of any Receivable originated by the Seller becomes is reduced or adjusted as a Diluted Receivableresult of any Dilution Factors, or (ii) any of the representations or warranties set forth in this Agreement paragraphs (h) or (o) of Section 4.1 is not true with respect to any Purchased Receivable or the Buyer’s interest thereinReceivable, then, in such event, the Buyer Purchaser shall be entitled to a credit (a “"Purchase Price Credit”") against the Purchase Price otherwise payable to the Seller hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable reduction or adjustment (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no . If such Purchase Price Credit shall be granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect of the Receivables of the Seller payable to be sold hereunder on any Purchase Date, or if the Termination Date has occurreddate, then the Seller agrees to shall pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior the next succeeding Business Day; provided that, if the Termination Date has not occurred, the Seller shall be allowed to deduct the first Settlement Date to occur after the date on which remaining amount of such Purchase Price Credit arises. Simultaneously with from any indebtedness to it owed under the granting Revolving Note; provided, further, that at any time (y) during which Receivables are not sold hereunder or payment (z) on or after the Termination Date, the amount of any such Purchase Price Credit shall be paid by the Seller to the Purchaser by deposit in respect of a Purchased Receivable under clause (ii) above, such Purchased Receivable and immediately available funds into the Receivables Property with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) relevant Lock-Box Account for application by the Buyer Servicer to the Seller without any further action by same extent as if Collections of the Buyer or any other Personapplicable Receivable in such amount had actually been received on such date.

Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment or other adjustment, or (y) 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), the Purchaser shall be entitled to a Purchase Price Credit in an amount equal to the full amount of such reduction or cancellation. In addition, if on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable originated by as of the Seller becomes a Diluted Receivable, date such representation or warranty was made or (ii) any of the representations or warranties set forth in this Agreement is not true Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any Purchased 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 Buyer’s interest thereinrequirements in paragraph (xi) of the definition of “Eligible Receivable” in the TAA or becomes a Diluted Government Program Receivable, then, in any such eventcase, the Buyer Purchaser shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller hereunder Credit in respect of thereafter created Purchased Receivables an amount equal to the full amount of such Diluted Receivable (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased such Receivable (in the case of clause (ii) abovedetermined without giving effect to any write-off with respect thereto); provided that no . If any Purchase Price Credit shall be granted or paid by to which the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller Purchaser is entitled pursuant to this Section 2.3 exceeds the Purchase Price in respect of the Receivables of the Seller payable to be sold hereunder on any Purchase Date, or if the Termination Date has occurreddate, then the Seller agrees to shall pay the remaining amount of such Purchase Price Credit to the Buyer Purchaser in cash on or prior the next succeeding Business Day; provided that, if the Termination Date has not occurred, the Seller shall be allowed to deduct the first Settlement Date to occur after the date on which remaining amount of such Purchase Price Credit arises. Simultaneously with from any indebtedness owed to it under the granting or payment of any 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 the Seller without any further action by the Buyer or any other PersonSubordinated Note.

Purchase Price Credit Adjustments. If on any day day: (a) the Outstanding Balance of a Receivable originated by any Originator is reduced or canceled due to: (i) any Receivable originated defective or rejected goods or services, any cash discount or any other adjustment by the Seller becomes such Originator or any Affiliate thereof (other than as a Diluted Receivableresult of any Collections), or as a result of any governmental or regulatory action, or (ii) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same transaction or a related or unrelated transaction), or (iii) any obligation or election of such Originator or any Affiliate thereof to pay the related Obligor any warranty claim, rebate or refund, or (iv) any misstatement of the amount 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 Credit and Collection Policy, or (b) any of the representations or and warranties set forth in this Agreement Section 2.1(l) through and including Section 2.1(r) is not true when made or deemed made with respect to any Purchased Receivable or the Buyer’s interest thereinReceivable, 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 Seller hereunder in respect of thereafter created Purchased Receivables equal to (A) in the full case of clauses (a)(i)-(v) above, the amount by which the Outstanding Balance of such Diluted Receivable was reduced as a result thereof; and (B) in the case of clause (ib) above) or equal to , the Outstanding Balance of such Receivable. If, on any day prior to an Originator’s Termination Date, the Purchase Price Credit due from such Originator exceeds the 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 such Originator’s Termination Date, it shall be payable by the applicable Purchased Receivable Originator in cash to a Collection Account on such Termination Date; (2) if any of the events described in the case of clauses (a)(i)-(v) above or clause (iib) above)above occurs after such Termination Date, the resulting Purchase Price Credit shall be paid by the applicable Originator in cash to a Collection Account within two (2) Business Days after such occurrence; provided that (3) if any Amortization Event has occurred and is continuing or any Overadvance shall exist, the resulting Purchase Price Credit shall be paid in cash by the applicable Originator to a Collection Account within two (2) Business Days after such day and (4) no Purchase Price Credit shall be granted or paid by include any amount to the Seller in extent the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits same represents losses in respect of the Seller exceeds the Purchase Price in respect Receivables that are uncollectible on account of the Receivables insolvency, bankruptcy, lack of the Seller payable on any Purchase Date, 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 on or prior to the first Settlement Date to occur after the date on which such Purchase Price Credit arises. Simultaneously with the granting or payment of any 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 the Seller without any further action by the Buyer or any other Person.creditworthiness or