Seller and Red. Iron acknowledge and agree that Red Iron’s rights under Section 2(c) with regard to the Wholesale Instruments of Non-conforming Customers are in addition to Red Iron’s rights under the provisions of Sections 3(a) and 3(b) and are not subject to the limitations set forth in Section 4(a). However, Red Iron will not exercise its rights under Sections 3(a) or 3(b) for any Inventory subject to a Wholesale Instrument of a Non-conforming Customer if Seller has paid the outstanding balance of all of the Wholesale Instruments of the Non-conforming Customer to Red Iron in full.
Seller and Red. Iron acknowledge and agree that Red Iron’s rights under Section 2(e) with regard to Wholesale Instruments associated with Challenged Dealer Invoices are in addition to Red Iron’s rights under the provisions of Sections 3(a) and 3(b) and are not subject to the limitations set forth in Section 4(a). However, Red Iron will not exercise its rights under Sections 3(a) or 3(b) for any Inventory subject to a Challenged Dealer Invoice if Seller has paid the outstanding balance of all of the Wholesale Instruments of the Challenged Dealer associated with Challenged Dealer Invoices in full. Further, if Seller has paid a portion of the outstanding balance of the Wholesale Instruments of a Challenged Dealer pursuant to Section 2(e)(2), the amounts payable by Seller pursuant to the provisions of Sections 3(a) or 3(b) for such transactions subsequent to such payment with respect to such Challenged Dealer shall be reduced by the amount of any such payment.
Seller and Red. Iron acknowledge and agree that Red Iron’s rights under Section 2(e) of this Agreement with regard to Challenged Dealer Invoices are in addition to Red Iron’s rights under the provisions of Sections 3(a) and 3(b) of this Agreement (provided, however, that upon the payment in full of any Challenged Dealer Recourse Obligations with respect to any Challenged Dealer Invoice, Red Iron shall thereafter not be entitled to exercise its rights under Sections 3(a) and 3(b) with respect to such Challenged Dealer Invoice and any related Inventory) and are not subject to the limitation set forth in Section 4(a) of this Agreement.
