Common use of Rebates, Adjustments, Returns, Reductions and Modifications Clause in Contracts

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators may make a Dilution Adjustment to a Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an Originator cancels ------------ ------------ -------- an invoice related to such Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator with an invoice relating to the same transaction of equal or greater Principal Amount on the same Business Day that such cancellation was made, (ii) such invoice must be replaced, or caused to be replaced, by such Originator with an invoice relating to the same transaction of a lesser Principal Amount on the same Business Day that such cancellation was made and such Originator must make an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator must make an Originator Dilution Adjustment Payment, to the Purchaser in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. ------------ The Originators agree to pay to the Purchaser, on the Sale Date immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator Dilution Adjustment ------------------------------ Payment"). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time ----------------------------------------------------------- to time the Originators Contributor may make a Dilution Adjustment to a Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an Originator cancels the ------------ ------------ -------- Contributor or any Originator cancels an invoice related to such Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor with an invoice relating to the same transaction of equal or greater Principal Amount on the same Business Day that such cancellation was made, (ii) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor with an invoice relating to the same transaction of a lesser Principal Amount on the same Business Day that such cancellation was made and such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the PurchaserCompany Concentration Account, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the Purchaser relevant Company Receipts Account in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. To the extent ------------ that the Receivable under this Section 2.05 is generated by any Originator other ------------ than the Contributor, the Contributor shall request payment from such Originator of the Dilution Adjustment amount with respect to such Receivable and shall pay the amount received in respect thereof to the Company. The Originators agree Contributor agrees to pay to the PurchaserCompany, on the Sale Contribution Date immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an a "Originator Contributor Dilution Adjustment ------------------------------ Payment"); provided, --------------------------------------- however, that if the Company elects to reduce its Exchangeable Company Interest in the Trust as a result of such Dilution Adjustment, then the Company shall debit from the Company's distributable assets ledger an amount equal to such Dilution Adjustment in lieu of such cash payment. The amount of any Dilution Adjustment shall be set forth in on the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators Contributor may make a Dilution Adjustment to a Contributed Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an the Contributor or any Originator cancels ------------ ------------ -------- an invoice related to such Contributed Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of equal or greater Principal Amount on the same within 5 Business Day that Days of such cancellation was madecancellation, (ii) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of a lesser Principal Amount on the same within 5 Business Day that Days of such cancellation was made and such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the PurchaserCompany Concentration Account, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the Purchaser relevant Company Concentration Account in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. ------------ The Originators agree Contributor agrees to pay to the PurchaserCompany, on the Sale Date Business Day immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator a “Contributor Dilution Adjustment ------------------------------ Payment"”). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators may make a Dilution Adjustment to a Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an Originator cancels ------------ ------------ -------- an invoice related to such Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator with an invoice relating to the same transaction of equal or greater Principal Amount on the same Business Day that such cancellation was made, (ii) such invoice must be replaced, or caused to be replaced, by such Originator with an invoice relating to the same transaction of a lesser Principal Amount on the same Business Day that such cancellation was made and such Originator must make an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator must make an Originator Dilution Adjustment Payment, to the Purchaser in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. ------------ The Originators agree to pay to the Purchaser, on the Sale Date immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator Dilution Adjustment ------------------------------ Payment"). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators Contributor may make a Dilution Adjustment to a Contributed Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an the Contributor or any U.S. Originator cancels ------------ ------------ -------- an invoice related to such Contributed Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of equal or greater Principal Amount on the same within 5 Business Day that Days of such cancellation was madecancellation, (ii) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of a lesser Principal Amount on the same within 5 Business Day that Days of such cancellation was made and such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the PurchaserCompany Concentration Account, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the Purchaser Company Concentration Account in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. ------------ The Originators agree Contributor agrees to pay to the PurchaserCompany by depositing into the Company Concentration Account, on the Sale Date Business Day immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator a “Contributor Dilution Adjustment ------------------------------ Payment"”). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators Contributor may make a Dilution Adjustment to a Contributed Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an the Contributor or any Originator cancels ------------ ------------ -------- an invoice related to such Contributed Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of equal or greater Principal Amount on the same within 5 Business Day that Days of such cancellation was madecancellation, (ii) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of a lesser Principal Amount on the same within 5 Business Day that Days of such cancellation was made and such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the PurchaserCompany Concentration Account, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the Purchaser relevant Company Receipts Account in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. ------------ The Originators agree Contributor agrees to pay to the PurchaserCompany, on the Sale Contribution Date immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator a “Contributor Dilution Adjustment ------------------------------ Payment"”). The amount of any Dilution Adjustment shall be set forth in on the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators Contributor may make a Dilution Adjustment to a Contributed Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an the Contributor or any U.S. Originator cancels ------------ ------------ -------- an invoice related to such Contributed Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of equal or greater Principal Amount on the same within 5 Business Day that Days of such cancellation was madecancellation, (ii) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a “credit and re-xxxx” (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of a lesser Principal Amount on the same within 5 Business Day that Days of such cancellation was made and such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, Payment to the Purchaserrelevant Collection Account or Company Concentration Account, if any, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, Payment to the Purchaser relevant Collection Account or Company Concentration Account, if any, in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05; provided, however, that if the applicable Contributed Receivable was not an Eligible Receivable on the Contribution Recording Date therefor, the amount payable hereunder as a Contributor Dilution Adjustment Payment shall be adjusted to reflect the applicable Discounted Percentage applied in connection with the determination of the Contribution Value for such Contributed Receivable. ------------ Notwithstanding the foregoing, in no event shall the Contributor partially or fully cancel any invoice pursuant to clause (ii) or (iii) of the proviso to the immediately preceding sentence because of the financial distress of the applicable Obligor or the inability of such Obligor to pay such Contributed Receivable. The Originators agree Contributor agrees to pay to the PurchaserCompany by depositing into the relevant Collection Account or Company Concentration Account, if any, on the Sale Date Business Day immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator a “Contributor Dilution Adjustment ------------------------------ Payment"”). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators may make a Dilution Adjustment to a Purchased Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an Originator cancels ------------ ------------ -------- an invoice related to such Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator as part of a “credit and re-xxxx” with an invoice relating to the same transaction of equal or greater Principal Amount on the same within 5 Business Day that Days of such cancellation was madecancellation, (ii) such invoice must be replaced, or caused to be replaced, by such Originator with an invoice relating to the same transaction of a lesser Principal Amount on the same within 5 Business Day that Days of such cancellation was made and such Originator must make an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator must make an Originator Dilution Adjustment Payment, Payment to the Purchaser in by depositing into the relevant Collection Account or Company Concentration Account, if any, an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05; provided, however, that if the applicable Receivable was not an Eligible Receivable on the Originator Payment Date therefor, the amount payable hereunder as an Originator Dilution Adjustment Payment shall be adjusted to reflect the applicable Discounted Percentage applied in connection with the determination of the Originator Purchase Price for such Receivable. ------------ Notwithstanding the foregoing, in no event shall any Originator partially or fully cancel any invoice pursuant to clause (ii) or (iii) of the proviso to the immediately preceding sentence because of the financial distress of the applicable Obligor or the inability of such Obligor to pay such Purchased Receivable. The Originators agree to pay to the PurchaserPurchaser by depositing into the relevant Collection Account or Company Concentration Account, if any, on the Sale Date Business Day immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an "“Originator Dilution Adjustment ------------------------------ Payment"”). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

Rebates, Adjustments, Returns, Reductions and Modifications. From time to time the Originators Contributor may make a Dilution Adjustment to a Contributed Receivable in accordance with this Section 2.05 and Section 6.02; provided that if an the Contributor or any Originator cancels ------------ ------------ -------- an invoice related to such such. Contributed Receivable, either (i) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a "credit and re-xxxx" (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of equal or greater Principal Amount on the same within 5 Business Day that Days of such cancellation was madecancellation, (ii) such invoice must be replaced, or caused to be replaced, by such Originator the Contributor as part of a "credit and re-xxxx" (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of a lesser Principal Amount on the same within 5 Business Day that Days of such cancellation was made and such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the PurchaserCompany Concentration Account, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator the Contributor must make an Originator a Contributor Dilution Adjustment Payment, to the Purchaser relevant Company Concentration Account in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. ------------ The Originators agree Contributor agrees to pay to the PurchaserCompany, on the Sale Date Business Day immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (an a "Originator Contributor Dilution Adjustment ------------------------------ Payment"). The amount of any Dilution Adjustment shall be set forth in the first ------- Originator Daily Periodic Report prepared after the date on which such Dilution Adjustment was granted or made.