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 is: (i) reduced as a result of any defective, rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator (other than cash Collections on account of the Receivables); (ii) reduced or cancelled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; or (b) any of the representations and warranties set out in Clause 3 are not true when made or deemed made with respect to any Receivable, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable equal to the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during such Calculation Period exceeds the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortisation Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable is: (i) reduced as a result of any defective, defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator (other than cash Collections on account of the Receivables);, or (ii) reduced or cancelled canceled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; , or (b) any of the representations and warranties set out forth in Clause 3 are not true Article II (other than representations and warranties in respect of the matters addressed in clause (a) above) shall have been untrue when made or deemed made with respect to all or a portion, as the case may be, of any ReceivableReceivable or the Related Security with respect thereto, the then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder in an amount equal to the amount of such reduction or cancellation in the case of clause (a) or the Outstanding Balance of such Receivable. Receivable in the case of clause (b). (c) If the aggregate amount of all Purchase Price Credits during such any Calculation Period exceeds shall exceed the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortisation Date has not occurred, the Originator shall be allowed to deduct pay the remaining above amount of such Purchase Price Credit from Credits by crediting such amount to Buyer as a payment of any indebtedness owed to it Originator under the Subordinated NoteNote so long as both (x) the Termination Date has not occurred and (y) Buyer can satisfy the conditions to a “Reinvestment” under the Purchase Agreement as of the applicable date of determination.

Purchase Price Credit Adjustments. If on any day: day (ai) the Outstanding Balance of a any Pool Receivable is: (i) is reduced or adjusted by the Servicer as a result of any defectiveDilution Factors, rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator (other than cash Collections on account of the Receivables); (ii) reduced or cancelled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; or (b) any of the representations and or warranties set out in Clause 3 are paragraphs (h) or (n) of Section 4.1 is not true when made or deemed made with respect to any Pool Receivable, then, in such event, the Buyer Company shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder to the Originator of such Pool Receivable equal to the full amount of such reduction or adjustment (in the case of clause (i) above) or equal to the Outstanding Balance of such Receivablethe applicable Pool Receivable (in the case of clause (ii) above). If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during to be sold hereunder by the Originator of such Calculation PeriodPool Receivable on any date, the then such Originator shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directnext succeeding Business Day; provided that, provided that if the Amortisation Termination Date has not occurred, the such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated NoteNote issued by the Company to such Originator; provided, further, that at any time on or 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 Servicer to the same extent as if Collections of the applicable Pool Receivable in such amount had actually been received on such date.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Unpaid Balance of a any Receivable is: (i) is reduced as a result of any defective, rejected or returned goods or services, any discount cash discount, or any other adjustment or otherwise by the Originator (applicable Seller or any Affiliate thereof, or as a result of any tariff or other than cash Collections on account of the Receivables);governmental or regulatory action, or (iib) the Unpaid Balance of any Receivable is reduced or cancelled canceled as a result of a set-off 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 Unpaid Balance of any Receivable is reduced as a result of a deduction or withholding required by law in respect of taxes payable in respect on account of the Receivables; obligation of the applicable Seller Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (bd) the Unpaid Balance of any Receivable is less than the amount included in the Purchase Report including such Receivable (for any reason other than such Receivable becoming a Defaulted Receivable), or (e) any of the representations and or warranties of the applicable Seller set out forth in Clause 3 are Section 2.1(j), (l) or (p) was not true when made or deemed made with respect to any ReceivableReceivable sold by it to the Buyer, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(l) is no longer true with respect to any Receivable sold 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 hereunder equal to (i) the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during such Calculation Period exceeds the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortisation Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.reduction,

Purchase Price Credit Adjustments. If on any day: (a) day the --------------------------------- Outstanding Balance of a Receivable is: is either (ia) reduced as a result of any defective, rejected defective services or returned goods or servicesdamage to shipped goods, any cash discount or any adjustment or otherwise by the Originator (other than cash Collections on account whether individually or in its performance of the Receivablesduties as Sub-Servicer); , or (iib) reduced or cancelled canceled as a result of a set-off 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 transaction and whether such claim relates to the Originator or any Affiliate thereof) or (iiic) is otherwise reduced as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; or (b) any of the representations and warranties factors set out forth in Clause 3 are not true when made or deemed made with respect to any Receivablethe definition of Dilutions, 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 hereunder equal to the Outstanding Balance full amount of such Receivablereduction or cancellation. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect Original Balance of the Receivables coming into existence during such Calculation Periodto be sold hereunder on any date, then the Originator shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directnext succeeding Business Day; PROVIDED THAT, provided that if the Amortisation Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable is: (i) reduced as a result of any defective, defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the any Originator (other than cash Collections on account of the ReceivablesReceivables or as a result of the insolvency, bankruptcy or lack of creditworthiness of the relevant Obligor);; or (ii) reduced or cancelled canceled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; or (b) any of the representations and warranties set out forth in Clause 3 paragraphs (i) and (s) of Section 2.1 are not no longer true when made or deemed made with respect to any Receivable; then, the in such event, Buyer shall be entitled to a credit (each, a ““ Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect Original Balance of the Receivables coming into existence during such Calculation Periodon any day, the Originator then Seller shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directwithin three (3) Business Days thereafter, provided that if the Amortisation Amortization Date has not occurred, the Originator Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated NoteNote on the next Settlement Date.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable is: (i) reduced as a result of any defective, defective or rejected or returned goods or services, any discount or any adjustment (including, without limitation as a result of billing errors, meter-reading errors, rate adjustments or allowances for outages) or otherwise by the Originator (other than cash Collections on account of the Receivables);, (ii) reduced or cancelled canceled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; , or (b) any of the representations and warranties set out forth in Clause 3 Article III are not no longer true when made or deemed made with respect to any Receivable, the then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect Original Balance of the Receivables coming into existence during such Calculation Periodon any day, the then Originator shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directwithin 5 Business Days thereafter, provided that if the Amortisation Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the applicable Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable is: (i) reduced as a result of any defective, defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator (other than cash Collections on account of the ReceivablesReceivables or losses due to Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor);, (ii) reduced or cancelled canceled as a result of (x) a set-off setoff in respect of any claim by any Person or (whether y) the categorization of such claim arises out of the same or a related transaction or Receivable as an unrelated transaction); or (iii) reduced as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; Upgraded Receivable, or (b) any of the representations and warranties set out forth in Clause 3 Article II are not true when made or deemed made with respect to any Receivable, the then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable hereunder equal to the amount by which the Outstanding Balance of such ReceivableReceivable was reduced by the applicable reduction or cancellation. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect Original Balance of the Receivables coming into existence during such Calculation Periodon any day, the then Originator shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directimmediately, provided that if the Amortisation Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) day the Outstanding Balance of a Receivable is: is either (ix) reduced as a result of any defective, rejected defective services or returned goods or servicesdamage to shipped goods, any cash discount or any adjustment or otherwise by the applicable Originator (other than cash Collections on account whether individually or in its performance of the Receivablesduties as a Sub-Servicer); , or (iiy) reduced or cancelled canceled as a result of a set-off 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 transaction and whether such claim relates to such Originator or any Affiliate thereof) or (iiiz) is otherwise reduced as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; or (b) any of the representations and warranties factors set out forth in Clause 3 are not true when made or deemed made with respect to any Receivablethe definition 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 equal to the Outstanding Balance full amount of such Receivablereduction or cancellation. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect Original Balance of the Receivables coming into existence during such Calculation Periodto be sold hereunder on any date, then the applicable Originator shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directnext succeeding Business Day; provided that, provided that if the Amortisation Termination Date has not occurred, the such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable is: (i) reduced as a result of any defective, defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator (other than cash Collections on account of the Receivables);, or (ii) reduced or cancelled canceled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; , or (b) any of the representations and warranties set out forth in Clause 3 are not true Article II shall have been untrue when made or deemed made with respect to all or a portion, as the case may be, of any ReceivableReceivable or the Related Security with respect thereto, the then, in such event, Buyer shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable hereunder equal to to, the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during such any Calculation Period exceeds shall exceed the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortisation Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (ai) the Outstanding Balance of a Receivable is: (iii) reduced as a result of any defective, defective or rejected or returned goods goods, software or services, any discount or any adjustment or otherwise by the Originator of such Receivable (other than cash Collections on account of the Receivables);, (iia) reduced or cancelled canceled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; , or (b) any of the representations and warranties set out forth in Clause 3 Article II are not true when made or deemed made with respect to any Receivable, or (c) the Related Equipment for any Receivable is Repossessed and sold for less than the fair market value of such Related Equipment, 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 Originator of such Receivable equal to (i) in the case of clause (a) above, the amount of such reduction or cancellation, (ii) in the case of clause (b) above, the Outstanding Balance of such ReceivableReceivable and in the case of clause (c) above, the difference between the fair market value of the Repossessed Related Equipment and the gross proceeds received upon the sale of such Repossessed Related Equipment. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during on any day, then such Calculation Period, the Originator shall pay an the remaining amount of such Purchase Price Credit in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may directimmediately, provided that if the Amortisation Termination Date has not occurred, the such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the such Originator’s 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, defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the such Originator (other than (A) as a result of (1) such Receivable becoming a Charged-Off Receivable or (2) cash and volume discounts of up to 3% of the original Outstanding Balance of such Receivable or (B) to reflect cash Collections on account of the Receivablessuch Receivable);, (ii) reduced or cancelled canceled as a result of a set-off 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 as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; , or (b) any of the representations and warranties set out forth in Clause 3 are Section 2.1(i), (l), (p), (q), (r), (s) or (t) hereof is not true when made or deemed made with respect to any 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 the Outstanding Balance Purchase Price paid by the Buyer with respect to such Receivable (less any Collections received on or after the date of such purchase to and including the date that the Purchase Price Credit is determined). Each Purchase Price Credit shall be deemed to be a collection of the related Receivable. If the aggregate amount of all such Purchase Price Credits during such Calculation Period Credit exceeds the aggregate amount of Purchase Price payable in respect Original Balance of the Receivables coming into existence during originated by the applicable Originator on any day, such Calculation Period, the Originator shall pay an amount in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortisation Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed in cash on or prior to it under the Subordinated Noteearlier of (i) the next Settlement Date or (ii) the Termination Date.