Common use of Settlement as to Specific Receivables and Dilution Clause in Contracts

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.125.13, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or Receivable, (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.125.13, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, or (iii) a Receivable is sold, transferred, contributed or assigned hereunder by an Originator as an Eligible Receivable on the date of sale, transfer, contribution or assignment of such Receivable but which is not an Eligible Receivable at such time, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; providedprovided that, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if however, if, on such day, there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase Sale and Sale Contribution Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default Termination or a Borrowing Base Deficit, an Unmatured Event of Termination exists under the Receivables Financing Purchase Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.8, 5.12, 5.205.13, 5.22, 5.23 5.23, 5.24, 5.25, 5.28 or 5.27 5.29 are not true with respect to such any Pool Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Pool Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Seller-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebatessetoff, warrantiescounterclaim or dispute between any Seller-Related Party or any Affiliate thereof and an Obligor; then, allowances or charge-backs or in either case, the applicable Originator shall be deemed to have received a Collection on such Pool Receivable on such day in an amount equal to (Dx) any setoff or credit in respect the case of any claim by clause (i) above, the Obligor thereof affected Pool Receivable’s Outstanding Balance in full, and (whether such claim arises out y) in the case of the same or a related transaction or an unrelated transaction), or clause (ii) subject above, amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Pool Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” (b) If an Originator is deemed to receive any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereofDeemed Collections pursuant to Section 3.3(a), then the Purchase Price with respect such Originator shall within two (2) Business Days thereof pay in cash to such Receivable shall be reduced a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Buyer and the Purchaser Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date has not occurred and no Event of Default or Potential Default has occurred and is continuing, the lesser of (x) the full amount of such net reduction Deemed Collections and (y) the amount necessary (by applying such amount as a Collection pursuant to Section 3.01(a) of the Receivables Purchase Agreement) to eliminate any Capital Coverage Amount Deficit (as defined therein) that exists at such time; or (ii) if the Termination Date has occurred or dispute an Event of Default or Potential Default has occurred and shall be accounted to is continuing, the full amount of such Originator as provided in clause (c) belowDeemed Collection. (c) Any reduction If any Deemed Collection (or portion thereof) is not paid in cash to a Collection Account (or as otherwise directed by the Purchase Price Administrative Agent) due to the operation of any Receivable pursuant to clause (ab)(i) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againstabove, the amount of such creditDeemed Collection or portion thereof (as the case may be) shall be applied as follows: (i) to the extent first, as a deemed repayment of any outstanding principal balance under the Intercompany Subordinated Loans made by the Servicer for the benefit of until such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Subordinated Loans made by the Servicer for the benefit of such Originatorhave been repaid in full; and (ii) after making any deduction pursuant second, as a credit against future Purchase Price payments otherwise due (or to clause (ibecome due) above, shall be paid in cash to the Buyer by such applicable Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such datehereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of any purchase or contribution of any Receivable Receivables from an Originator WMECO hereunder, any of the representations or warranties relating to title set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 are Section 5.1(h) is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then subject to subsection (c) below, the WRC Purchase Price for such Receivable that otherwise would be paid to WMECO with respect to Receivables subsequently generated by WMECO shall be reduced decreased by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) belowReceivable; provided, that if the Buyer WRC thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer WRC promptly shall deliver such funds to such OriginatorWMECO. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted on account of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective, disputed or rejected services, any discount or any other adjustment made or performed by WMECO or any other Person (including, without limitation, those described in the definition of "Dilution Factors") or as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any a setoff or credit in respect of any claim by the Obligor thereof against WMECO or any of its Affiliates (whether such claim arises out of the same or a related transaction or an unrelated transaction) as indicated on the books of WRC (or, for periods prior to the Initial Closing Date, the books of WMECO), or (ii) then, subject to any specific disputesubsection (c) below, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the WRC Purchase Price that otherwise would be paid to WMECO with respect to such Receivable Receivables subsequently generated by WMECO shall be reduced decreased by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) belowreduction. (c) Any reduction If any decrease is required in the WRC Purchase Price of any Receivable subsequently generated Receivables pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (xi) when an Event of Default Termination (or a Borrowing Base Deficit, an event or condition that would constitute an Event of Termination but for the requirement that notice be given or time elapse or both) exists under the Receivables Financing Agreement or (yii) on or after the Purchase and Sale Termination Date, then, in lieu of such reduction, the amount of any such credit by which the WRC Purchase Price should have been so reduced shall be paid deposited by such Originator to the Buyer WMECO in cash by deposit of immediately available same day funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Investor Report (other than the Investor Report delivered on the Initial Closing Date) shall include, in respect of the Receivables previously generated by WMECO (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) of this Section 3.2 relating to such Receivables since the last Investor Report delivered hereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any on which a Receivable is purchased from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(j), 5.12, 5.20, 5.22, 5.23 or 5.27 5.2(b) and 5.2(f) are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.1(j), 5.12, 5.20, 5.22, 5.23 5.2(b) or 5.27 5.2(f) is no longer true with respect to such Receivable, then then, promptly upon notice of such inaccuracy, the Purchase Price for applicable Originator shall repurchase such Receivable shall be reduced by from the Company for an amount equal to the Outstanding Balance of thereof (such amount, the “Repurchase Price”). Any Repurchase Price with respect to such a Receivable and shall be accounted to such Originator as provided paid in accordance with clause (c) below; providedbelow and, in the event that if the Buyer Servicer or the Company thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer Company promptly shall deliver such funds payments to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased from an Originator by the Company hereunder or contributed to the Company hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or returned goods or services, or any cash discount, revision, cancellation, allowance or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer Company or the Buyer which reduces Servicer in the amount payable by ordinary course of business (it being understood and agreed that none of the Obligor on the foregoing shall be done for any credit-related Receivable, (Creason) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or any Affiliate and an Obligor as indicated on the Obligor thereof (whether such claim arises out books of the same or Company (or, for periods prior to the Closing Date, the books of such Originator) (in each case other than solely as a related transaction or an unrelated transaction), or (ii) subject result of the failure to any specific dispute, offset, counterclaim or defense whatsoever (except the collect such Receivables due to a discharge in bankruptcy of or similar insolvency proceeding or other credit related reasons with respect to the Obligor thereofrelevant Obligor), then the Purchase Price or the Contributed Value with respect to such Receivable shall be reduced by the amount of such net reduction (such amount, the “Net Reduction Amount”). For the avoidance of doubt, if goods in respect of any Receivable purchased from an Originator by the Company hereunder or dispute and contributed to the Company hereunder are repossessed or foreclosed by any Originator, the Company or the Servicer, the fair market value of such goods upon such repossession or foreclosure shall be accounted deemed to be Collections on such Originator as provided in clause (c) belowReceivable hereunder. (c) Any reduction Repurchase Price or Net Reduction Amount shall be paid by the applicable Originator in the Purchase Price following manner: (i) first, so long as the date of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againstpayment is not an Amortization Day, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, Repurchase Price or Net Reduction Amount shall be deemed to be a payment underof the following amounts in the following order of priority: (1) first, as a credit towards the amount of any Purchase Price payable to such Originator on such date, (2) second, as a payment of any accrued and shall be deducted from unpaid interest owing to such Originator under the terms of the applicable L/C Note, (3) third, as a payment of any accrued and unpaid interest owing to such Originator under the terms of the applicable Company Note, and (4) fourth, as a payment of the outstanding principal amount of, Company Note Principal Balance under the Intercompany Loans made by the Servicer for the benefit of such Originator; andapplicable Company Note; (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Datesecond, the amount of any such credit applicable Originator shall be paid by such Originator to the Buyer deposit (in cash by deposit of immediately available funds funds) an amount equal to any unpaid Repurchase Price or Net Reduction Amount into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include a calculation of the Net Reduction Amounts and Repurchase Prices, in each case that arose since the last Purchase Report delivered hereunder (as indicated on the books of the Company). Nothing herein shall require the Company to take any action that would violate the terms of the Receivables Purchase Agreement.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Sub-Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Sub-Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such the Sub-Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an the Sub-Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an the Sub-Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Sub-Originator as provided in clause (c) below; provided, that notwithstanding the foregoing, no such reduction shall be made to the extent the same represents losses in respect of Receivables that are uncollectible on account of insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition or financial default of the related Obligor. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such the Sub-Originator hereunder; provided, however if there have been no purchases of Receivables from such the Sub-Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following provisoSub-Originator; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Sub-Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables Receivables) prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) Receivable to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficitan Unmatured Event of Default, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5Section 5.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 are 5.20 is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.5Section 5.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 5.20 is no longer true with respect to such a Receivable, then the Purchase Price for such Receivable with respect to the Receivables purchased hereunder shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defectivediscount, rejected or returned goods or services, any cash rebate or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Obligor thereof (whether such claim arises out of Company, the same Originator or a related transaction or the Servicer and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Obligor, then the Purchase Price with respect to such Receivable the Receivables purchased hereunder shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price of any Receivable the Receivables pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) aboveCompany Note, shall be paid in cash to the Buyer by extent that such Originator on such Settlement Date subject to payment is permitted under paragraph (o) of Exhibit IV of the following provisoReceivables Purchase Agreement; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Original Closing Date) shall include, in respect of the Receivables previously generated by the Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the capital contribution with respect to such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by or contributed to the Buyer Company from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: : (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by Company Note payable to the Servicer for Originator; against, the benefit amount of such Originator; and (ii) after making any deduction pursuant to clause (i) above, credit shall be paid in cash to the Buyer Company by such the Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.8, 5.12, 5.205.13, 5.22, 5.23 5.23, 5.24, 5.25, 5.28 or 5.27 5.29 are not true with respect to such any Pool Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Pool Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Seller-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offsetsetoff, counterclaim or defense whatsoever (except the discharge dispute between any Seller-Related Party or any Affiliate thereof and an Obligor; then, in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againsteither case, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, applicable Originator shall be deemed to be have received a payment under, and shall be deducted from Collection on such Pool Receivable on such day in an amount equal to (x) in the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit case of such Originator; and (ii) after making any deduction pursuant to clause (i) above, the affected Pool Receivable’s Outstanding Balance in full, and (y) in the case of clause (ii) above, amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Pool Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” (b) If an Originator is deemed to receive any Deemed Collections pursuant to Section 3.3(a), then such Originator shall be paid within two (2) Business Days thereof pay in cash to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Buyer by such Originator on such Settlement and the Purchaser Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date subject to the following proviso; provided, further, that at any time (x) when an has not occurred and no Event of Default or a Borrowing Base DeficitPotential Default has occurred and is continuing, exists under the Receivables Financing Agreement or lesser of (x) the full amount of such Deemed Collections and (y) on or after the Purchase and Sale Termination Date, the amount necessary (by applying such amount as a Collection pursuant to Section 3.01(a) of the Receivables Purchase Agreement) to eliminate any Capital Coverage Amount Deficit (as defined therein) that exists at such time; or documents or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which such Originator is a party or by which it or any of its property is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Supporting Assets pursuant to the terms of any such indenture, credit shall be paid by such Originator agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Law, except to the Buyer in cash by deposit of immediately available funds into extent that any such conflict, breach, default, Adverse Claim or violation would not reasonably be expected to have a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such dateMaterial Adverse Effect.

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of any Originator set forth in Sections 5.55.8, 5.125.13, 5.20, 5.21, 5.22, 5.23 5.23, 5.26, or 5.27 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Seller-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebatessetoff, warrantiescounterclaim or dispute between any Seller-Related Party or any Affiliate thereof and an Obligor; then, allowances in either case, such Originator shall be deemed to have received a Collection on such Receivable on such day in an amount equal to (x) in the case of clause (i) above, the affected Receivable’s Outstanding Balance in full, and (y) in the case of clause (ii) above, amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or charge-backs cancelation and (B) such Receivable’s Outstanding Balance after such reduction or (Dcancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” Notwithstanding the foregoing, if the Outstanding Balance of any setoff Receivable conveyed to the Buyer hereunder is reduced, cancelled, or credit otherwise uncollectable by reason of the bankruptcy, insolvency, lack of creditworthiness or other financial inability to pay of the related Obligor, then no such Deemed Collections shall arise in respect of such Receivable. (b) If an Originator is deemed to receive any claim Deemed Collections pursuant to Section 3.3(a), then such Originator shall within two (2) Business Days thereof pay in cash to a Collection Account (or as otherwise directed by the Obligor thereof (whether Administrative Agent at such claim arises out time) for the benefit of the same Buyer and the Purchaser Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date has not occurred and no Event of Default or Potential Default has occurred and is continuing, the lesser of (x) the full amount of such Deemed Collections and (y) the amount necessary (by applying such amount as a related transaction or an unrelated transaction), or Collection pursuant to Section 3.01(a) of the Receivables Purchase Agreement) to eliminate any Capital Coverage Amount Deficit that exists at such time; or (ii) subject to any specific disputeif the Termination Date has occurred or an Event of Default or Potential Default has occurred and is continuing, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the full amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) belowDeemed Collection. (c) Any reduction If any Deemed Collection (or portion thereof) is not paid in cash to a Collection Account (or as otherwise directed by the Purchase Price Administrative Agent) due to the operation of any Receivable pursuant to clause (ab)(i) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againstabove, the amount of such creditDeemed Collection or portion thereof (as the case may be) shall be applied as follows: (i) first, as a deemed repayment of any Subordinated Loans then owed to the extent of any outstanding principal balance under the Intercompany applicable Originator until such Subordinated Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originatorhave been repaid in full; and (ii) after making any deduction pursuant second, as a credit against future Purchase Price payments otherwise due (or to clause (ibecome due) above, shall be paid in cash to the Buyer by such applicable Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such datehereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(k), 5.12(l), 5.20(m), 5.22(v), 5.23 (w) or 5.27 (bb) are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to such Purchase Price minus the Outstanding Balance amount of such Receivable Collections received by the Buyer thereon, and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of any such Receivable, the Buyer promptly shall deliver such funds to such Originator. Upon payment by the Originator or other application of such credit in accordance with clause (c) below, all of Buyer’s right, title and interest in and to such Receivable and any Related Rights (including any related returned goods) shall be reconveyed to the applicable Originator, and any related interest of Buyer in such Receivable and such Related Rights shall be deemed released and relinquished, in each case without further action by any Person. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed sold by an Originator hereunder is either (i) reduced or canceled adjusted as a result of (Ai) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific disputerevision, offsetcancellation, allowance, rebate, credit memo, discount, warranty payment or other voluntary reduction in the amounts actually owed by the applicable Pool Obligor made by such Originator or any of its Affiliates (other than as a result of the receipt of Collections), (iii) any setoff, counterclaim or defense whatsoever dispute between any Pool Obligor and such Originator or any of its Affiliates (except whether arising from the discharge in bankruptcy transaction giving rise to a Pool Receivable or any unrelated transaction) or (iv) any correction to the reported Outstanding Balance of any Pool Receivable as of the Obligor thereof)date of its sale hereunder due to such reported Outstanding Balance being in excess of its actual Outstanding Balance as of such date, then then, in any such case, to the extent it would not constitute reimbursement for any Credit Risk Losses and except as provided in the following paragraph, the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. Upon payment by the Originator or other application of such credit in accordance with clause (c) below, all of Buyer’s right, title and interest in and to any returned goods or any other Related Rights specific to the portion of the Outstanding Balance of the Receivable that was so reduced shall be reconveyed by the Buyer to the applicable Originator, and any related interest of Buyer in such returned goods or other Related Rights shall be deemed released and relinquished, in each case without further action by any Person. If (x) a Pool Receivable (or any portion thereof) is cancelled and the related Outstanding Balance of such Receivable (or portion thereof) is reduced to zero by an Originator in accordance with its customary credit and rebilling practices, (y) such Originator simultaneously generates a new Receivable (or portion thereof) payable by the same Obligor for the sale of goods, performance of services or license of software giving rise to the cancelled or reduced Pool Receivable in accordance with such Originator’s customary credit and rebilling practices, and such Originator sells such new Receivable (or portion thereof) to the Buyer hereunder and (z) the Purchase and Sale Termination Date has not occurred with respect to such Originator, then the Buyer shall receive a credit against the Purchase Price otherwise payable by it for such new Receivable (or portion thereof) in an amount equal to the Purchase Price paid by the Buyer hereunder for the cancelled portion of such Receivable, and the amount of the related net reduction or adjustment to be accounted for as provided in clause (c) below shall be equal to the amount, if any, by which such new Receivable’s Outstanding Balance (or portion thereof) related to the sale of such goods, performance of such services or license of such software is less than the Outstanding Balance of such cancelled Pool Receivable (or portion thereof). (c) Any For so long as: (A) the Purchase and Sale Termination Date has not occurred with respect to such Originator, (B) no Termination Event has occurred and is continuing under the Receivables Purchase Agreement and (C) no Capital Coverage Deficit exists, any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall shall, at the option of the related Originator: (i) be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased acquired by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to hereunder during the Settlement Date immediately following any Fiscal Month in which such reduction in of the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit:occurred; (iii) be applied as a repayment of principal to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Loan payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and; (iiiii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date; or (iv) any combination of the foregoing. In all other cases (including if (A) the Purchase and Sale Termination Date has occurred with respect to the applicable Originator, (B) a Termination Event has occurred and is continuing under the Receivables Purchase Agreement or (C) a Capital Coverage Deficit exists), any such reduction in the Purchase Price of any Receivable shall be paid solely in cash by the applicable Originator in accordance with clause (iii) above.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23 5.25 or 5.27 5.26 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23 5.25 or 5.27 5.26 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; providedprovided that, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if however, if, on such day, there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Subordinated Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Subordinated Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; : provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, an Unmatured Event of Default exists under the Receivables Financing Agreement or (y) on or after the Purchase Sale and Sale Contribution Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficitan Unmatured Event of Default, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(k), 5.12(l), 5.20(m), 5.22(x), 5.23 (z) or 5.27 (bb) are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to such Purchase Price minus the Outstanding Balance amount of such Receivable Collections received by the Buyer thereon, and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of any such Receivable, the Buyer promptly shall deliver such funds to such Originator. Upon payment by the Originator or other application of such credit in accordance with clause (c) below, all of Buyer’s right, title and interest in and to such Receivable and any Related Rights (including any related returned goods) shall be reconveyed to the applicable Originator, and any related interest of Buyer in such Receivable and such Related Rights shall be deemed released and relinquished, in each case without further action by any Person. (b) If, on any day, the Outstanding Balance of any Receivable purchased sold or contributed by an Originator hereunder is either (i) reduced or canceled adjusted as a result of (Ai) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific disputerevision, offsetcancellation, allowance, rebate, credit memo, discount, warranty payment or other voluntary reduction in the amounts actually owed by the applicable Pool Obligor made by such Originator or any of its Affiliates (other than as a result of the receipt of Collections), (iii) any setoff, counterclaim or defense whatsoever dispute between any Pool Obligor and such Originator or any of its Affiliates (except whether arising from the discharge in bankruptcy transaction giving rise to a Pool Receivable or any unrelated transaction) or (iv) any correction to the reported Outstanding Balance of any Pool Receivable as of the Obligor thereof)date of its sale or contribution hereunder due to such reported Outstanding Balance being in excess of its actual Outstanding Balance as of such date, then then, in any such case, to the extent it would not constitute reimbursement for any Credit Risk Losses and except as provided in the following paragraph, the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. Upon payment by the Originator or other application of such credit in accordance with clause (c) below, all of Buyer’s right, title and interest in and to any returned goods or any other Related Rights specific to the portion of the Outstanding Balance of the Receivable that was so reduced shall be reconveyed by the Buyer to the applicable Originator, and any related interest of Buyer in such returned goods or other Related Rights shall be deemed released and relinquished, in each case without further action by any Person. If (x) a Pool Receivable (or any portion thereof) is cancelled and the related Outstanding Balance of such Receivable (or portion thereof) is reduced to zero by an Originator in accordance with its customary credit and rebilling practices, (y) such Originator simultaneously generates a new Receivable (or portion thereof) payable by the same Obligor for the sale of goods, performance of services or license of software giving rise to the cancelled or reduced Pool Receivable in accordance with such Originator’s customary credit and rebilling practices, and such Originator sells or contributes such new Receivable (or portion thereof) to the Buyer hereunder and (z) the Purchase and Sale Termination Date has not occurred with respect to such Originator, then the Buyer shall receive a credit against the Purchase Price otherwise payable by it for such new Receivable (or portion thereof) in an amount equal to the Purchase Price paid by the Buyer hereunder for the cancelled portion of such Receivable, and the amount of the related net reduction or adjustment to be accounted for as provided in clause (c) below shall be equal to the amount, if any, by which such new Receivable’s Outstanding Balance (or portion thereof) related to the sale of such goods, performance of such services or license of such software is less than the Outstanding Balance of such cancelled Pool Receivable (or portion thereof). (c) Any For so long as: (A) the Purchase and Sale Termination Date has not occurred with respect to such Originator, (B) no Termination Event has occurred and is continuing under the Receivables Financing Agreement, (C) no Borrowing Base Deficit exists and (D) the Buyer’s Net Worth is at least equal to the Required Capital Amount, any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall shall, at the option of the related Originator: (i) be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased acquired by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to hereunder during the Settlement Date immediately following any Fiscal Month in which such reduction in of the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit:occurred; (iii) be applied as a repayment of principal to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and; (iiiii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date; or (iv) any combination of the foregoing. In all other cases (including if (A) the Purchase and Sale Termination Date has occurred with respect to the applicable Originator, (B) a Termination Event has occurred and is continuing under the Receivables Financing Agreement, (C) a Borrowing Base Deficit exists or (D) the Buyer’s Net Worth less than the Required Capital Amount), any such reduction in the Purchase Price of any Receivable shall be paid solely in cash by the applicable Originator in accordance with clause (iii) above.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties of the Originator set forth in Sections 5.5paragraph (d), 5.12, 5.20, 5.22, 5.23 (g) or 5.27 are (z) of Exhibit B is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections 5.5paragraph (d), 5.12, 5.20, 5.22, 5.23 (g) or 5.27 (z) is no longer true with respect to such a Receivable, then the Purchase Price for with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause subsection (c) below; provided, provided that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Buyer or the Servicer or any offset, setoff or dispute between the Originator or the Servicer and an Obligor as indicated on the books of the Buyer which reduces (or, for periods prior to the amount payable by Closing Date, the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out books of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereofOriginator), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such the Originator hereunder; provided, however however, if there have been are no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, credit shall be paid in cash to the Buyer by the Originator in the manner to be determined at such Originator on such Settlement Date subject to time between the following provisoBuyer and the Originator; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables purchased by the Originator, a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Buyer (or, for such period prior to the Closing Date, the books of the Originator).

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Obligor thereof (whether such claim arises out Servicer and an Obligor, as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, credit shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such dateOriginator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an Originator hereunder, hereunder any of the representations or warranties set forth in Sections 5.55.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 are 5.20 is not true with respect to such Receivable or (ii) or, as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.55.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 5.20 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable (each such adjustment, a "Noncomplying Receivables Adjustment") and shall be accounted to such Originator as provided in clause (c) belowSection 3.4(c); provided, however, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased (or contributed contributed) hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Dilution, then the Purchase Price or the Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute (a "Dilution Adjustment") and shall be accounted to such Originator as provided in clause (c) belowSection 3.4(c). (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause (aSection 3.4(a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer for the benefit of such Originator, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following provisoBorrower Note; provided, further, however, that at any time (xy) when an Event of a Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Effective Date) shall include, in respect of the Receivables previously generated by Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in Section 3.4(a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Effective Date, the books of Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true 5.15 and 5.17 was untrue with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause paragraph (c) or (d), as applicable, below; provided, that if the Buyer Purchaser thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Purchaser promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or returned goods or services, or any cash revision, cancellation, allowance, discount or other discountadjustment made by an Originator or any Affiliate of such Originator (other than the Purchaser), or the Servicer or any Affiliate of the Servicer (other than the Purchaser), or any failure by setoff or dispute between an Originator to deliver or any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms Affiliate of such Contract Originator (other than the Purchaser), or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same Servicer (other than the Purchaser) and an Obligor (except any such revision, cancellation, allowance, discount or a related transaction or an unrelated transactionother adjustment made in settlement of such Receivable resulting from the financial inability of the applicable Obligor to pay such Receivable and, in the case of all Receivables (other than Specified Receivables), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except made in accordance with the discharge in bankruptcy of the Obligor thereofCredit and Collection Policies), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause paragraph (c) or (d), as applicable, below. (c) Any In the case of any Receivable sold by an Originator to the Purchaser hereunder, any reduction in the Purchase Price of any such Receivable pursuant to clause paragraph (a) or (b) above shall be applied as a credit for the account of the Buyer Purchaser against the Purchase Price of Receivables subsequently purchased by the Buyer Purchaser from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Purchaser Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Purchaser Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Purchaser by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (yz) on or after the Purchase and Sale Termination DateDate with respect to such Originator, the amount of any such credit shall be paid by such Originator to the Buyer in cash Purchaser by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) In the case of any Receivable sold by an Originator to the Purchaser hereunder in consideration for common shares in the capital of the Purchaser, the amount of any reduction in the Purchase Price for such Receivable pursuant to paragraph (a) or (b) above, shall be paid by such Originator in cash, in immediately available funds, into a Lock-Box Account for application by the Servicer in accordance with the terms of the Receivables Financing Agreement and the Purchaser shall record a corresponding decrease in the capital account of such Originator in the Purchaser.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable the Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution contribution, as the case may be, of any Receivable from an Originator a Transferor hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true 5.15 and 5.17 was untrue with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator Transferor as provided in clause paragraph (c) or (d), as applicable, below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such OriginatorTransferor. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or returned goods or services, or any cash revision, cancellation, allowance, discount or other discountadjustment made by a Transferor or any Affiliate of such Transferor (other than the Company), or the Servicer or any Affiliate of the Servicer (other than the Company), or any failure by an Originator to deliver setoff or dispute between a Transferor or any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms Affiliate of such Contract Transferor (other than the Company), or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same Servicer (other than the Company) and an Obligor (except any such revision, cancellation, allowance, discount or a related transaction or an unrelated transactionother adjustment made in settlement of such Pool Receivable resulting from the financial inability of the applicable Obligor to pay such Pool Receivable and, in the case of all Pool Receivables (other than Specified Receivables), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except made in accordance with the discharge in bankruptcy of the Obligor thereofCredit and Collection Policies), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator Transferor as provided in clause paragraph (c) or (d), as applicable, below. (c) Any In the case of any Receivable sold by an Originator to the Company hereunder, any reduction in the Purchase Price of any such Receivable pursuant to clause paragraph (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination DateDate with respect to such Originator, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) In the case of any Receivable contributed by CB to the Company hereunder, the amount of any reduction in the Contributed Value of such Receivable pursuant to paragraph (a) or (b) above, shall be paid by CB in cash, in immediately available funds, into a Lock-Box Account for application by the Servicer in accordance with the terms of the Receivables Purchase Agreement.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.11, 5.12, 5.205.13, 5.225.15, 5.23 5.17 or 5.27 5.18 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due solely on account of the insolvency, bankruptcy, financial inability to a discharge in bankruptcy pay or similar insolvency proceeding or other credit lack of creditworthiness of the related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.11, 5.12, 5.20, 5.22, 5.23 5.13 or 5.27 5.15 is no longer true with respect to such Receivable, then the Purchase Transfer Price for with respect to such Transferred Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Transferee thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Transferee promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Transferee, any Originator, the Servicer, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice their respective Affiliates or any other adjustment by an setoff, counterclaim or dispute between or among the Transferee, any Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor any of their respective Affiliates, on the related Receivableone hand, (C) any rebatesand an Obligor, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by on the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)other hand, then the Purchase Transfer Price with respect to such Transferred Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Transfer Price of any Transferred Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Transferee against the Purchase Transfer Price of Transferred Receivables subsequently purchased Transferred to the Transferee by the Buyer from such Originator hereunder; provided, however if there have been no purchases Transfers of Receivables from such Originator (or insufficiently large purchases Transfers of Receivables Receivables) from such Originator prior to the Settlement Payment Date immediately following any such reduction in the Purchase Transfer Price of any Receivable) Transferred Receivable to create a Purchase Transfer Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, credit shall be paid in cash to the Buyer Transferee by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (xi) when an Amortization Event of Default or a Borrowing Base Deficit, Potential Amortization Event exists under the Receivables Financing Credit Agreement, (ii) when an Overadvance exists under the Credit Agreement or (yiii) on or after the Purchase and Sale Termination Date or the Facility Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Transferee (and by the Transferee to the Borrower) by deposit of in immediately available funds into a Collection Account for application by the Servicer or the Borrower to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Notwithstanding anything in this Article III or any other provision of this Agreement to the contrary, no adjustment, payment, reimbursement or other compensation shall be due from any Originator with respect to losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the date of the initial Transfer of such Receivable to the Transferee hereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an a Sub-Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such any Sub-Sub-Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Sub-Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Sub-Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash or other revision, cancellation, allowance, rebate, credit memo, discount, or other adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoiceSub-Originator, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an setoff, counterclaim, or dispute between or among a Sub-Originator or any Affiliate of a Sub-Originator, the Servicer or the Buyer which reduces the amount payable by the and an Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Sub-Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Sub-Originator hereunder; provided, however if there have been no purchases of Receivables from such Sub-Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (ia) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Sub-Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Sub-Originator; and (iib) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Sub-Originator on such Settlement Date in an amount equal to the lesser of (A) the amount of such reduction and (B) an amount necessary to eliminate the Borrowing Base Deficit that exists of such day after giving effect to clauses (a) and (b), subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Sub-Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.9, 5.125.19, 5.20, 5.22, 5.22 or 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.9, 5.125.19, 5.20, 5.22, 5.22 or 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable (or, if such Receivable fails to meet the requirement of Section 5.22 because it is subject to a dispute, counterclaim or hold back defense, adverse claim, litigation or right of set-off or offset or netting arrangement, then the Purchase Price for such Receivable shall be reduced only to the extent described in clause (f) of the definition of “Eligible Receivables”) and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (ia) reduced or canceled as a result of (Ai) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (Bii) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (Ciii) any rebates, warranties, allowances or charge-backs backs, or (Div) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (iib) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when a Termination Event or an Unmatured Termination Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Purchase Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons Originator (it is acknowledged that Information Packages with respect to any Receivables are due two days prior to the relevant Obligor) next succeeding Monthly Settlement Date after the date of purchase or contribution of such OriginatorReceivables and may be delivered to the Administrator from time to time (at times other than the Settlement Dates) and therefore , notwithstanding the foregoing, the representation and warranty set forth in Section 5.12(c) hereof is not made until the delivery of such Information Packages), on any subsequent day, any of such representations or warranties set forth in Sections 5.55.4, 5.12, 5.20, 5.22, 5.23 or 5.27 5.12 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable Receivable, (the "Contributed Value")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect dispute between the Originator or the Servicer and an Obligor (with the exception of any claim by setoffs, disputes, recoupments, defenses or claims where the Obligor thereof (whether such claim arises out facts demonstrate to the reasonable satisfaction of the same parties hereto that the Obligor's failure to make payment is the result of such Obligor's insolvency, bankruptcy, inability or a related transaction or an unrelated transaction), or (iiunwillingness to pay its obligations as they mature due to its financial condition) subject to any specific dispute, offset, counterclaim or defense whatsoever (except as indicated on the discharge in bankruptcy books of the Obligor thereofCompany (or, for periods prior to the Closing Date, the books of the Originator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; provided, however however, if there have been no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash Company Note payable to the Buyer by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by the Originator (including Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of the Originator).

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of any Originator set forth in Sections 5.55.8, 5.125.13, 5.205.21, 5.22, 5.23 5.23, 5.24, 5.26, 5.27 or 5.27 5.28 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Borrower-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offsetsetoff, counterclaim or defense whatsoever (except the discharge dispute between any Borrower-Related Party or any Affiliate thereof and an Obligor; then, in bankruptcy of the Obligor thereof)either case, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be have received a payment under, and shall be deducted from Collection on such Receivable on such day in an amount equal to (x) in the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit case of such Originator; and (ii) after making any deduction pursuant to clause (i) above, the affected Receivable’s Outstanding Balance in full, and (y) in the case of clause (ii) above, amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.2(a) are referred herein to as “Deemed Collections.” (b) If an Originator is deemed to receive any Deemed Collections pursuant to Section 3.2(a), then such Originator shall be paid within two (2) Business Days thereof pay in cash to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Buyer by such Originator on such Settlement and the Credit Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date subject to has not occurred and no Event of Default or Potential Default has occurred and is continuing, the following proviso; provided, further, that at any time lesser of (x) when the full amount of such Deemed Collections and (y) the amount necessary (by applying such amount as a Collection pursuant to Section 3.01(a) of the Receivables Financing Agreement) to eliminate any Borrowing Base Deficit that exists at such time; or (ii) if the Termination Date has occurred or an Event of Default or Potential Default has occurred and is continuing, the full amount of such Deemed Collection. (c) If any Deemed Collection (or portion thereof) is not paid in cash to a Borrowing Base Deficit, exists under Collection Account (or as otherwise directed by the Receivables Financing Agreement or Administrative Agent) due to the operation of clause (yb)(i) on or after the Purchase and Sale Termination Dateabove, the amount of any such credit Deemed Collection or portion thereof (as the case may be) shall be paid by applied a credit against future Purchase Price payments otherwise due (or to become due) to such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such datehereunder.

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer Buyer (at the direction of or on behalf of an Originator or the Buyer which reduces Servicer) or the amount payable by the Obligor on the related Receivable, Servicer (Cor any Affiliate thereof) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Obligor thereof Servicer (whether such claim arises out or any Affiliate thereof) and an Obligor, as indicated on the books of the same or a related transaction or an unrelated transaction)Buyer (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Demand Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Demand Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such dateOriginator.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5Section 5.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 are 5.20 is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.5Section 5.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 5.20 is no longer true with respect to such a Receivable, then the Purchase Price for such Receivable with respect to the Receivables purchased hereunder shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defectivediscount, rejected or returned goods or services, any cash rebate or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Obligor thereof (whether such claim arises out of Seller, the same Originator or a related transaction or the Servicer and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Obligor, then the Purchase Price with respect to such Receivable the Receivables purchased hereunder shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price of any Receivable the Receivables pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) aboveCompany Note, shall be paid in cash to the Buyer by extent that such Originator on such Settlement Date subject to payment is permitted under paragraph (o) of Exhibit IV of the following provisoReceivables Purchase Agreement; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by the Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(k), 5.12(1), 5.20(m), 5.22(z), 5.23 (bb) or 5.27 (cc) are not true with respect to such Receivable or (ii) as a result of any action or (other than with respect to Section 5.1(bb)) inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.1(k), 5.12(m), 5.20, 5.22, 5.23 (z) or 5.27 (bb) is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable zero and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount, warranty payment or cancellation of any of the terms of such Contract or invoice or any other adjustment made by an any Originator, the Servicer or any Affiliate of the Servicer (other than the Buyer which reduces and other than as a result of the amount payable by the Obligor receipt of Collections on the related such Pool Receivable, ) or (C) any rebatessetoff, warrantiescounterclaim or dispute between an Obligor and Mallinckrodt, allowances any Originator, the Servicer or charge-backs their respective Affiliates (other than the Buyer, and whether arising from the transaction giving rise to such Pool Receivable or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to then, in any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then such case the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, an Unmatured Event of Default exists under the Receivables Financing Note Purchase Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5Subsections (p), 5.12, 5.20, 5.22, 5.23 (t) or 5.27 (x) of Section 6.1 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding any Insolvency Proceeding or other credit credit-related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 any of those Subsections is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause Subsection (c) below; provided, that if . If the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, then the amount of such payment (not exceeding the amount of the Purchase Price adjustment made under the preceding sentence) shall constitute a Purchase Price adjustment for the benefit of such Originator and shall be paid by the Buyer promptly shall deliver such funds to such Originatorin the manner provided in Section 4.2(a) as though applicable thereto. (b) If, on any day, the Outstanding Balance of any Receivable purchased sold (or contributed purported to be sold) by an Originator hereunder is either (i) reduced or canceled cancelled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an such Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment requested by an Originator, Originator (it being understood and agreed that the Servicer or Originators have no right to effect the Buyer same with respect to any Receivable upon the sale of such Receivable hereunder) which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense defence whatsoever (except the discharge in bankruptcy an Insolvency Proceeding of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause Subsection (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause Subsections (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however however, that if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of RPSA Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of RPSA Subordinated Note payable to such Originator; and (ii) after making any deduction and/or reduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists so required under the Receivables Financing Agreement or RLSA (y) and, in any event, on or after the Purchase and Sale Termination Date), the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection the UK Lockbox Account designated for such Originator for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.8, 5.125.13, 5.205.14, 5.22, 5.23 5.23, 5.24, 5.25, 5.27, 5.28 or 5.27 5.29 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Seller-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebatessetoff, warrantiescounterclaim or dispute between any Seller-Related Party or any Affiliate thereof and an Obligor; then, allowances in either case, such Originator shall be deemed to have received a Collection on such Receivable on such day in an amount equal to (x) in the case of clause (i) above, the affected Receivable’s Outstanding Balance in full, and (y) in the case of clause (ii) above, amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or charge-backs cancelation and (B) such Receivable’s Outstanding Balance after such reduction or (Dcancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” Notwithstanding the foregoing, if the Outstanding Balance of any setoff Receivable conveyed to the Buyer hereunder is reduced, cancelled, or credit otherwise uncollectable by reason of the bankruptcy, insolvency, lack of creditworthiness or other financial inability to pay, of the related Obligor, then no such Deemed Collections shall arise in respect of such Receivable. (b) If an Originator is deemed to receive any claim Deemed Collections pursuant to Section 3.3(a), then such Originator shall within two (2) Business Days thereof pay in cash to a Collection Account (or as otherwise directed by the Obligor thereof (whether Administrative Agent at such claim arises out time) for the benefit of the same Buyer and the Purchaser Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date has not occurred and no Event of Default or Potential Default (which has been noticed in writing) has occurred and is continuing, the lesser of (x) the full amount of such Deemed Collections and (y) the amount necessary (by applying such amount as a related transaction or an unrelated transaction), or Collection pursuant to Section 3.01(a) of the Receivables Purchase Agreement) to eliminate any Capital Coverage Amount Deficit that exists at such time; or (ii) subject to any specific disputeif the Termination Date has occurred or an Event of Default or Potential Default (which has been noticed in writing) has occurred and is continuing, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the full amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) belowDeemed Collection. (c) Any reduction If any Deemed Collection (or portion thereof) is not paid in cash to a Collection Account (or as otherwise directed by the Purchase Price Administrative Agent) due to the operation of any Receivable pursuant to clause (ab)(i) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againstabove, the amount of such creditDeemed Collection or portion thereof (as the case may be) shall be applied as follows: (i) first, as a deemed repayment of any Subordinated Loans then owed to the extent of any outstanding principal balance under the Intercompany applicable Originator until such Subordinated Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originatorhave been repaid in full; and (ii) after making any deduction pursuant second, as a credit against future Purchase Price payments otherwise due (or to clause (ibecome due) above, shall be paid in cash to the Buyer by such applicable Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such datehereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.15, 5.125.30, 5.205.31, 5.225.34, 5.23 5.35 or 5.27 5.36 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.15, 5.125.30, 5.205.31, 5.225.34, 5.23 5.35 or 5.27 5.36 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Buyer as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced reduced, adjusted or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, any Sub-Servicer, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction reduction, adjustment, cancellation or dispute and shall be accounted to such Originator the Buyer as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.15, 5.125.30, 5.205.31, 5.225.34, 5.23 5.35 or 5.27 5.36 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.15, 5.125.30, 5.205.31, 5.225.34, 5.23 5.35 or 5.27 5.36 is no longer true with respect to such Receivable, then such Originator shall reimburse the Purchase Price Buyer for such Receivable shall be reduced by in an amount equal to the Outstanding Balance of such Receivable and Receivable, which reimbursement shall be accounted to such Originator the Buyer as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced reduced, adjusted or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, any Sub-Servicer, or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable the applicable Originator shall be reduced by reimburse the Buyer the amount of such net reduction reduction, adjustment, cancellation or dispute and dispute, which reimbursement shall be accounted to such Originator the Buyer as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance accrued and unpaid interest under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the accrued and unpaid interest outstanding under, the Subordinated Note payable to such Originator; (ii) to the extent of any outstanding principal balance under the Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (iiiii) after making any deduction pursuant to clause clauses (i) and (ii) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, an Unmatured Event of Default exists under the Receivables Financing Agreement, (y) when a Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination Event exists under this Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account no later than one (1) Business Day after the events described in clauses (x), (y) and (z) above for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable Buyer shall be reduced by entitled to a credit against such Originator in an amount equal to the then Outstanding Balance of such Receivable and Receivable, which shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, Originator or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, Receivable or (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof against the applicable Originator (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever against the applicable Originator (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable Buyer shall be reduced by the entitled to a credit against such Originator in an amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in credits that the Purchase Price of any Receivable Buyer is entitled to pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, an Unmatured Event of Default exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(o), 5.12(s), 5.20(u), 5.22, 5.23 (v) or 5.27 (ee) are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.1(o), 5.12(s), 5.20(u), 5.22, 5.23 (v) or 5.27 (ee) is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, Unmatured Event of Default exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 are not true with respect to such Receivable Receivable, or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect or delay in collecting any portion of such Receivable due to the filing of or a discharge in a bankruptcy or similar insolvency proceeding proceeding, financial inability or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver or credit such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Buyer, any Originator, the Servicer, or any failure by Affiliate of the Servicer, or any setoff, counterclaim or dispute between or among the Buyer or any Affiliate of the Buyer, an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by Affiliate of an Originator, or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same Servicer, and an Obligor (other than, in each case in this clause (b), solely as a result of the failure to collect or delay in collecting any portion of such Receivable due to the filing of or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in a bankruptcy of or similar insolvency proceeding, financial inability or other credit related reasons with respect to the Obligor thereofrelevant Obligor), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. (c) Any Subject to clause (d) below, any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if as of any Settlement Date there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following from any such reduction in the Purchase Price of any Receivable) Originator to create a Purchase Price sufficient to so apply such credit aggregate credits against, then on such Settlement Date the aggregate amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, excess credits shall be paid in either cash to the Buyer by such Originator on or an intercompany credit for the Buyer in the books and records of such Settlement Date subject to Originator and the following proviso; providedBuyer, further, that at the election of the Buyer. (d) At any time (xi) at and following the request of the Buyer (either with respect to any specific payment or all such payments) or (ii) when an Event of Default or a an Unmatured Event of Default exists under the Receivables Financing Agreement, (iii) when the Aggregate Capital exceeds the Borrowing Base Deficit, exists at such time under the Receivables Financing Agreement or (yiv) on or after the Purchase and Sale Termination Date or the Termination Date, the amount of any such credit described in clause (c) shall be paid by such Originator to the Buyer in cash by deposit of in immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect ------------ ---- to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 is no longer ------------ ---- true with respect to such Receivablea Receivable (other than a representation or warranty set forth in Section 5.12(c)), then the Sale Purchase Price for with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause subsection (c) below; provided, that if the Buyer -------------- Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Sale Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause subsection (c) below.. -------------- (c) Any reduction in the Sale Purchase Price of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a -------------- --- credit for the account of the Buyer Company against the Sale Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; provided, however if -------- ------- there have been no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Sale Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash KCI Note payable to the Buyer by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured -------- ------- Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Sale Purchase Report (other than the Sale Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by the Originator, a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Sale Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of the Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an any Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an any Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below; provided, that notwithstanding the foregoing, no such reduction shall be made to the extent the same represents losses in respect of Receivables that are uncollectible on account of insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition or financial default of the related Obligor. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or, in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the “Contributed Value”)) with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator.. 9205569 09039541 (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash discount, revision, cancellation, allowance or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Obligor thereof (whether such claim arises out Servicer or any Affiliate of the same or a related transaction or Servicer and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except Obligor as indicated on the discharge in bankruptcy books of the Obligor thereofCompany (or, for periods prior to the Closing Date, the books of such Originator), then the Purchase Price or the Contributed Value with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price (or the Contributed Value) of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator (including Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of such Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator the Seller hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a ------------ ---- result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such OriginatorSeller, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.4, 5.12, 5.20, 5.22, 5.23 or 5.27 5.12 is no longer ------------ ---- true with respect to such Receivablea Receivable (other than a representation or warranty set forth in Section 5.12(c)), then the Purchase Price for (or in the --------------- case of a Contributed Receivable, the Outstanding Balance of such Receivable Receivable, (the "Contributed Value")) with respect to such Receivables ----------------- shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Seller as provided in clause subsection ---------- (c) below; provided, that if the Buyer Company thereafter receives payment on --- -------- account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originatorthe Seller. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an OriginatorSeller, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Seller or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofSeller), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator the Seller as provided in clause subsection (c) below.. -------------- (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a -------------- --- credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator the Seller hereunder; provided, however if there have been no purchases of Receivables -------- ------- from such Originator the Seller (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Seller in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash Company Note payable to the Buyer by such Originator on such Settlement Date subject to the following provisoSeller; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured -------- ------- Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator the Seller to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously acquired or generated by the Seller (including Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) -------------- --- relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of the Seller).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable the Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, provided that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below.or (c) Any reduction in the Purchase Price or Contributed Value of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however however, if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables Receivables) prior to the Monthly Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: : (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Monthly Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when a Termination Event or an Unmatured Termination Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable the Outstanding Balance of such Receivable (the "Contributed Value")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.Company

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator the Contributor hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.11, 5.12, 5.205.13, 5.225.15, 5.23 5.17 or 5.27 5.18 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due solely on account of the insolvency, bankruptcy, financial inability to a discharge in bankruptcy pay or similar insolvency proceeding or other credit lack of creditworthiness of the related reasons with respect to the relevant Obligor) of such Originatorthe Contributor, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.11, 5.12, 5.20, 5.22, 5.23 5.13 or 5.27 5.15 is no longer true with respect to such Receivable, then the Purchase Contribution Price for with respect to such Contributed Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Contributor as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originatorthe Contributor. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Company, the Contributor, any Originator, the Servicer, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice their respective Affiliates or any other adjustment by an setoff, counterclaim or dispute between or among the Company, the Contributor, any Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor any of their respective Affiliates, on the related Receivableone hand, (C) any rebatesand an Obligor, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by on the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)other hand, then the Purchase Contribution Price with respect to such Contributed Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator the Contributor as provided in clause (c) below. (c) Any reduction in the Purchase Contribution Price of any Contributed Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Contribution Price of Contributed Receivables subsequently purchased Contributed to the Company by the Buyer from such Originator Contributor hereunder; provided, however if there have been no purchases Contributions of Receivables from such Originator (or insufficiently large purchases Contributions of Receivables Receivables) from the Contributor prior to the Settlement Payment Date immediately following any such reduction in the Purchase Contribution Price of any Receivable) Contributed Receivable to create a Purchase Contribution Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, credit shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to the following provisoContributor through the proceeds of a related claim asserted by the Contributor under the Transfer Agreement; provided, further, that at any time (xi) when an Amortization Event of Default or a Borrowing Base Deficit, Potential Amortization Event exists under the Receivables Financing Credit Agreement, (ii) when an Overadvance exists under the Credit Agreement or (yiii) on or after the Purchase and Sale Termination Date or the Facility Termination Date, the amount of any such credit shall be paid by such Originator the Contributor to the Buyer in cash Company by deposit of in immediately available funds into a Collection Account for application by the Servicer or the Company to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Notwithstanding anything in this Article III or any other provision of this Agreement to the contrary, no adjustment, payment, reimbursement or other compensation shall be due from the Contributor with respect to losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the date of the initial Contribution of such Receivable to the Company hereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator the Transferor hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Transferor as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer Company promptly shall deliver such funds to such Originatorthe Transferor. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by the Transferor or an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by the Transferor, an Originator, the Servicer or the Buyer Company which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator the Transferor as provided in clause (c) below; provided, that notwithstanding the foregoing, no such reduction shall be made to the extent the same represents losses in respect of Receivables that are uncollectible on account of insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition or financial default of the related Obligor. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator the Transferor hereunder; provided, however if there have been no purchases of Receivables from such Originator the Transferor (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to shall reduce the extent capital of any outstanding principal balance under the Intercompany Loans made by Transferor in the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such OriginatorCompany; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to the Transferor in the manner and for application as described in the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase Sale and Sale Contribution Termination Date, the amount of any such credit shall be paid by such Originator the Transferor to the Buyer Company in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) on any subsequent day, as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding bankruptcy, insolvency, financial inability to pay or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Buyer, any Originator, the Master Servicer or any Affiliate of the Master Servicer, or any failure by setoff, counterclaim or dispute between the Buyer or any Affiliate of the Buyer, an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by Affiliate of an Originator, or the Master Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same or a related transaction or Master Servicer, and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Obligor, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default Termination or a Borrowing Base Deficitan Unmatured Event of Termination, exists under the Receivables Financing Purchase Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Master Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from by an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price Contribution Amount for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of such Receivable, pursuant to Section 4.01 of the Buyer Receivables Financing Agreement, the Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased contributed or contributed assigned hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer Company which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price Contribution Amount with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of such Receivable, pursuant to Section 4.01 of the Receivables Financing Agreement, in an amount greater than the Outstanding Balance, as reduced by such net reduction or disputed amount, the Company promptly shall deliver such funds to such Originator. (c) Any reduction in the Purchase Price Contribution Amount of any Receivable pursuant to clause (a) or (b) above shall be applied accounted for as a credit for reduction in the account amount of the Buyer against the Purchase Price of Receivables subsequently purchased capital contribution by the Buyer from such Originator hereunderto the Company; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againsthowever, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, an Unmatured Event of Default exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Contribution Termination DateDate has occurred, such Originator shall pay, the amount of any such credit shall be paid by such Originator reduction to the Buyer Company in cash by deposit of immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Pool Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 SECTION 5.4 or 5.27 are 5.11 is not true with respect to such Pool Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 SECTION 5.4 or 5.27 5.11 is no longer true with respect to such a Pool Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Pool Receivable (the "CONTRIBUTED VALUE")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Pool Receivable and shall be accounted to such Originator as provided in clause SUBSECTION (c) below; providedPROVIDED, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Pool Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Pool Receivable (including any Contributed Receivable) purchased (or contributed contributed) hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, or returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Seller, Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Purchase Price or the Contributed Value, as the case may be, with respect to such Pool Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause SUBSECTION (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Pool Receivable pursuant to clause SUBSECTION (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Pool Receivables subsequently purchased by the Buyer Company from such Originator hereunder; providedPROVIDED, however HOWEVER if there have been no purchases of Pool Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivablePool Receivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under Company by Originator in the Intercompany Loans made by manner and for application as described in the Servicer for the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) aboveCompany Note, shall be paid in cash to the Buyer by extent that such Originator on such Settlement Date subject to payment is permitted under CLAUSE (o) of EXHIBIT IV of the following provisoReceivables Purchase Agreement; providedPROVIDED, furtherFURTHER, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Agreement or (yz) on or after the Purchase and Sale Contribution Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection 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. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Pool Receivables previously generated by Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in SUBSECTION (a) or (b) relating to such Pool Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is 5.4 and 5.12 are no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the capital contribution with respect to such Receivable (the "Contributed Value")), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by or contributed to the Buyer Company from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: : (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash Company Note payable to the Buyer by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase or contribution of any Receivable from an Originator the Transferor hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such the Transferor or any Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.15 and 5.17 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of a Contributed Receivable the Outstanding Balance of such Receivable (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Transferor as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originatorthe Transferor. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, discount or other discountadjustment made by the Transferor, the Company (at the direction of or on behalf of the Transferor or Servicer), any Originator or the Servicer (or any failure by an Originator to deliver any goods Affiliate thereof) or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between the Transferor, any claim by Originator or the Obligor thereof Servicer (whether such claim arises out or any Affiliate thereof) and an Obligor, as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofTransferor), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator the Transferor as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator the Transferor hereunder; provided, however if there have been no purchases of Receivables from such Originator the Transferor (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by Company Note payable to the Servicer for the benefit of such OriginatorTransferor, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by Company Note payable to the Servicer for the benefit of such OriginatorTransferor; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Settlement Date the Transferor subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, an Unmatured Event of Default exists under the Receivables Financing Agreement or (y) on or after the Purchase Sale and Sale Contribution Termination Date, the amount of any such credit shall be paid by such Originator the Transferor to the Buyer in cash Company by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution contribution, as applicable, of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.14 and 5.16 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.14 and 5.16 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of any Contributed Receivable, the Outstanding Balance thereof (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same Company or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)such Originator, then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value, as applicable, of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the any Intercompany Loans made by the Servicer for the benefit of Loan payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Loan payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be either (A) paid in cash to the Buyer Company by such Originator on such Settlement Date subject to in the manner and for application as described in the following provisoproviso or (B) in reduction of the Purchase Price payable to such Originator on the immediately following Purchase Date; provided, further, that at any time (xy) when an Event of Default on or a Borrowing Base Deficit, exists under after the Receivables Financing Agreement Facility Termination Date or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Although the Purchase Price for each Receivable purchased after the date hereof shall be due and payable by Company to such Originator on the Payment Date therefor, a precise reconciliation of the Purchase Prices between Company and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the calendar month most recently ended prior to such Settlement Date and based on the information contained in the Purchase Report delivered pursuant to Section 2.1 above. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the principal balance of the Intercompany Loans and any contribution of capital by the Contributing Originator to Company made pursuant to this Agreement shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is due and payable. On each Settlement Date, each Originator shall determine the net increase or the net reduction in the outstanding principal amount of its Intercompany Loan and the amount of any capital contributions occurring during the immediately preceding calendar month and shall account for such net increase or net reduction in its books and records.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.14 and 5.20 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.14 or 5.27 5.20 is no longer not true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or returned goods or services, or any cash revision, cancellation, allowance, rebate, discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer Buyer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, Servicer (Cof any Affiliate thereof) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of dispute between any claim by Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Buyer, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when a Termination Event or an Unmatured Termination Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.. 701741768 12403015

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 Section 5.4 or 5.27 are 5.11 of such Originator is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 Section 5.4 or 5.27 5.11 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased (or contributed contributed) hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or any offset, setoff or dispute between such Originator or the Buyer which reduces the amount payable by the Servicer and an Obligor as indicated on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price or the Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under Company by such Originator in the Intercompany Loans made by manner and for application as described in the Servicer for the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by Company Note payable to such Originator to the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to extent permitted under clause (io) above, shall be paid in cash to of Exhibit IV of the Buyer by such Originator on such Settlement Date subject to the following provisoReceivables Purchase Agreement; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) on any subsequent day, as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding bankruptcy, insolvency, financial inability to pay or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Buyer, any Originator, the Master Servicer or any Affiliate of the Master Servicer, or any failure by setoff, counterclaim or dispute between the Buyer or any Affiliate of the Buyer, an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by Affiliate of an Originator, or the Master Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same or a related transaction or Master Servicer, and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Obligor, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default Termination or a Borrowing Base Deficitan Unmatured Event of Termination, exists under the Receivables Financing Purchase Agreement, (y) a Capital Coverage Deficit exists under the Receivables Purchase Agreement or (yz) on or after when the Purchase and Sale Termination DateDate or the Termination Date has occurred, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Master Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.7, 5.12, 5.13, 5.19, 5.20, 5.21, 5.22, 5.23 5.24, 5.25, 5.26 or 5.27 5.31 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled (other than reductions or cancellations reflected in the Initial Valuation Adjustment) as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Seller-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offsetsetoff, counterclaim or defense whatsoever (except the discharge dispute between any Seller-Related Party or any Affiliate thereof and an Obligor; then, in bankruptcy of the Obligor thereof)either case, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be have received a payment under, and shall be deducted from Collection on such Receivable on such day in an amount equal to (x) in the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit case of such Originator; and (ii) after making any deduction pursuant to clause (i) above, the affected Receivable’s Outstanding Balance in full, and (y) in the case of clause (ii) above, amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” (b) If an Originator is deemed to receive any Deemed Collections pursuant to Section 3.3(a), then such Originator shall be paid within two (2) Business Days thereof pay in cash to a Concentration Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Buyer by such Originator on such Settlement and the Purchaser Parties (as Buyer’s assignees) an amount equal to: (i) if the Termination Date subject to has not occurred and no Event of Default has occurred and is continuing, the following proviso; provided, further, that at any time lesser of (x) when the full amount of such Deemed Collections and (y) the amount necessary (by applying such amount as a Collection pursuant to Section 3.01(a) of the Receivables Purchase Agreement) to eliminate any Capital Coverage Amount Deficit that exists at such time; or (ii) if the Termination Date has occurred or an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase has occurred and Sale Termination Dateis continuing, the full amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such dateDeemed Collection.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Dilution, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Loan payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, due under the Intercompany Loans made by the Servicer for the benefit of Loan payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default Termination or a Borrowing Base Deficit, an Unmatured Event of Termination exists under the Receivables Financing Purchase Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution contribution, as applicable, of any Receivable from an theany Originator hereunder, any of the representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.14 and 5.16 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with 740816958 17540157 6 respect to the relevant Obligor) of such thesuch Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.10, 5.12, 5.20, 5.22, 5.23 or 5.27 5.14 and 5.16 is no longer true with respect to such Receivable, then the Purchase Price for (or in the case of any Contributed Receivable, the Outstanding Balance thereof (the “Contributed Value”)), with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such thesuch Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such thesuch Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an theany Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between theany Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofthesuch Originator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such thesuch Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price or Contributed Value, as applicable, of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such thesuch Originator hereunder; provided, however if there have been no purchases of Receivables from such thesuch Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Company Note payable to thesuch Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Company Note payable to thesuch Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be either (A) paid in cash to the Buyer Company by thesuch Originator in the manner and for application as described in the following proviso or (B) in reduction of the Purchase Price payable to such Originator on such Settlement Date subject to the immediately following provisoPurchase Date; provided, further, that at any time (xy) when an Event of Default on or a Borrowing Base Deficit, exists under after the Receivables Financing Agreement Facility Termination Date or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such thesuch Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Although the Purchase Price for each Receivable purchased after the date hereof shall be due and payable by Company to such Originator on the Payment Date therefor, a precise reconciliation of the Purchase Prices between Company and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables sold during the calendar month most recently ended prior to such Settlement Date and based on the information contained in the Purchase Report delivered pursuant to Section 2.1 above. Although such reconciliation shall be effected on Settlement Dates, increases or decreases in the principal balance of the Company noteNote and any contribution of capital by the Contributing Originator 740816958 17540157 7 to Company made pursuant to this Agreement shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is due and payable. On each Settlement Date, each Originator shall determine the net increase or the net reduction in the outstanding principal amount of theits Company Note and the amount of any capital contributions occurring during the immediately preceding calendar month and shall account for such net increase or net reduction in its books and records.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.1(k), 5.12(l), 5.20(m), 5.22(x), 5.23 (z) or 5.27 (bb) are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to such Purchase Price minus the Outstanding Balance amount of such Receivable Collections received by the Buyer thereon, and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of any such Receivable, the Buyer promptly shall deliver such funds to such Originator. Upon payment by the Originator or other application of such credit in accordance with clause (c) below, all of Buyer’s right, title and interest in and to such Receivable and any Related Rights (including any related returned goods) shall be reconveyed to the applicable Originator, and any related interest of Buyer in such Receivable and such Related Rights shall be deemed released and relinquished, in each case without further action by any Person. (b) If, on any day, the Outstanding Balance of any Receivable purchased sold or contributed by an Originator hereunder is either (i) reduced or canceled adjusted as a result of (Ai) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific disputerevision, offsetcancellation, allowance, rebate, credit memo, discount, warranty payment or other voluntary reduction in the amounts actually owed by the applicable Pool Obligor made by such Originator or any of its Affiliates (other than as a result of the receipt of Collections), (iii) any setoff, counterclaim or defense whatsoever dispute between any Pool Obligor and such Originator or any of its Affiliates (except whether arising from the discharge in bankruptcy transaction giving rise to a Pool Receivable or any unrelated transaction) or (iv) any correction to the reported Outstanding Balance of any Pool Receivable as of the Obligor thereof)date of its sale or contribution hereunder due to such reported Outstanding Balance being in excess of its actual Outstanding Balance as of such date, then then, in any such case, to the extent it would not constitute reimbursement for any Credit Risk Losses and except as provided in the following paragraph, the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. Upon payment by the Originator or other application of such credit in accordance with clause (c) below, all of Buyer’s right, title and interest in and to any returned goods or any other Related Rights specific to the portion of the Outstanding Balance of the Receivable that was so reduced shall be reconveyed by the Buyer to the applicable Originator, and any related interest of Buyer in such returned goods or other Related Rights shall be deemed released and relinquished, in each case without further action by any Person. If (x) a Pool Receivable (or any portion thereof) is cancelled and the related Outstanding Balance of such Receivable (or portion thereof) is reduced to zero by an Originator in accordance with its customary credit and rebilling practices, (y) such Originator simultaneously generates a new Receivable (or portion thereof) payable by the same Obligor for the sale of goods, performance of services or license of software giving rise to the cancelled or reduced Pool Receivable in accordance with such Originator’s customary credit and rebilling practices, and such Originator sells or contributes such new Receivable (or portion thereof) to the Buyer hereunder and (z) the Purchase and Sale Termination Date has not occurred with respect to such Originator, then the Buyer shall receive a credit against the Purchase Price otherwise payable by it for such new Receivable (or portion thereof) in an amount equal to the Purchase Price paid by the Buyer hereunder for the cancelled portion of such Receivable, and the amount of the related net reduction or adjustment to be accounted for as provided in clause (c) below shall be equal to the amount, if any, by which such new Receivable’s Outstanding Balance (or portion thereof) related to the sale of such goods, performance of such services or license of such software is less than the Outstanding Balance of such cancelled Pool Receivable (or portion thereof). (c) Any For so long as: (A) the Purchase and Sale Termination Date has not occurred with respect to such Originator, (B) no Termination Event has occurred and is continuing under the Receivables Purchase Agreement, (C) no Capital Coverage Deficit exists and (D) the Buyer’s Net Worth is at least equal to the Required Capital Amount, any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall shall, at the option of the related Originator: (i) be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased acquired by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to hereunder during the Settlement Date immediately following any Fiscal Month in which such reduction in of the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit:occurred; (iii) be applied as a repayment of principal to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of Subordinated Loan payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and; (iiiii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date; or (iv) any combination of the foregoing. In all other cases (including if (A) the Purchase and Sale Termination Date has occurred with respect to the applicable Originator, (B) a Termination Event has occurred and is continuing under the Receivables Purchase Agreement, (C) a Capital Coverage Deficit exists or (D) the Buyer’s Net Worth less than the Required Capital Amount), any such reduction in the Purchase Price of any Receivable shall be paid solely in cash by the applicable Originator in accordance with clause (iii) above.

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.8, 5.12, 5.205.13, 5.22, 5.23 5.23, 5.24, 5.25, 5.27, 5.28 or 5.27 5.29 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) the Outstanding Balance of any Receivable conveyed to the Buyer hereunder is reduced or is cancelled as a result of (A) any action defective, rejected, returned, repossessed or inaction foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other than solely as adjustment made by the Originators, any other Borrower-Related Party or any Affiliate thereof, or (C) any setoff, counterclaim or dispute between any Borrower-Related Party or any Affiliate thereof and an Obligor; then, in either case, such Originator shall be deemed to have received a result of the failure to collect Collection on such Receivable due to a discharge on such day in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to (x) in the case of clause (i) above, the affected Receivable’s Outstanding Balance in full, and (y) in the case of clause (ii) above, amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” (b) If an Originator is deemed to receive any Deemed Collections pursuant to Section 3.3(a), then such Originator shall within two (2) Business Days thereof pay in cash to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Buyer and the Lender Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date has not occurred and no Event of Default or a Potential Default has occurred and is continuing, the lesser of (x) the full amount of such Receivable Deemed Collections and shall be accounted (y) the amount necessary (by applying such amount as a Collection pursuant to Section 3.01(a) of the Receivables Financing Agreement) to eliminate any Borrowing Base Deficit that exists at such Originator as provided in clause time; or (ii) if the Termination Date has occurred or an Event of Default or a Potential Default has occurred and is continuing, the full amount of such Deemed Collection. (c) below; providedIf any Deemed Collection (or portion thereof) is not paid in cash to a Collection Account (or as otherwise directed by the Administrative Agent) due to the operation of clause (b)(i) above, that if the Buyer thereafter receives payment on account of the Outstanding Balance amount of such ReceivableDeemed Collection or portion thereof (as the case may be) shall be applied as follows: (i) first, as a deemed repayment of any Subordinated Loans then owed to the Buyer promptly shall deliver applicable Originator until such funds Subordinated Loans have been repaid in full; and (ii) second, as a credit against future Purchase Price payments otherwise due (or to such Originatorbecome due) to the applicable Originator hereunder. (bd) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific disputewithholding or deduction for or on account of Tax (other than Taxes imposed or based on, offsetor measured by reference to, counterclaim the net income or defense whatsoever (except the discharge in bankruptcy receipts of the Obligor thereofBuyer, franchise Taxes or branch profits Taxes), then then, without duplication, either: (1) the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute withholding Tax (provided that the purchase price shall not be reduced below nil) and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) above; or (b2) above such Originator shall be applied as a credit for on demand pay to the account of Buyer, and fully indemnify the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by withholding or deduction for or on account of Tax on an after-Tax basis such Originator to that the Buyer in cash by deposit of immediately available funds into a Collection Account for application by is left with the Servicer to the same extent as if Collections of the applicable Receivable in such full amount had actually which would have been received by it had no such withholding or deduction for or on such dateaccount of Tax been required to be made.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable Receivable, (the "Contributed Value")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect dispute between any Originator or the Servicer and an Obligor as indicated on the books of the Company (or, for periods prior to the Closing Date, the books of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereofOriginator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such any Originator hereunder; provided, however however, if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under Company by such Originator in the Intercompany Loans made by manner and for application as described in the Servicer for the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator (including Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of such Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) 1. If on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties of such Originator set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 Section 5.4 or 5.27 are 5.11 is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 Section 5.4 or 5.27 5.11 is no longer true with respect to such ReceivableReceivable (other than a representation or warranty set forth in Section 5.11(c) which is no longer true as a result of an Obligor's payment obligation being stayed or discharged in bankruptcy), then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) 1. If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or any offset, setoff or dispute between such Originator or the Buyer which reduces the amount payable by the Servicer and an Obligor as indicated on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) 1. Any reduction in the Purchase Price of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been are no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (ia) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or b) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash Originator to the Buyer by such Originator on such Settlement Date subject to extent permitted under Section 1(m) of Exhibit IV of the following provisoReceivables Purchase Agreement; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. 1. Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator, a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such periods prior to the Closing Date, the books of the Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5Section 5.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 are 5.20 is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.5Section 5.4, 5.12, 5.20, 5.22, 5.23 5.11 or 5.27 5.20 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Unpaid Balance of such Receivable (the "Contributed Value")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Unpaid Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Unpaid Balance of any Receivable (including any Contributed Receivable) purchased (or contributed contributed) hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, any cash or other discountincorrect billing, or any failure discount or other adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between an Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or Servicer (or, for periods prior to the Initial Closing Date, the books of an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereofOriginator), then the Purchase Price or the Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the applicable Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer applicable Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) aboveapplicable FTL Note, shall be paid in cash to the Buyer by extent that such Originator on such Settlement Date subject to payment is permitted under Section 7.03(f) of the following provisoReceivables Purchase Agreement; provided, further, that at any time (xy) when an a Liquidation Event of Default or a Borrowing Base Deficit, Unmatured Liquidation Event exists under the Receivables Financing Agreement or (yz) on or after the Purchase and Sale Termination DateDate with respect to the applicable Originator, the amount of any such credit shall be paid by such the applicable Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report shall include, in respect of the Receivables previously generated by each Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables during the preceding calendar month, as indicated on the books of the Servicer (or, for such period prior to the Initial Closing Date, the books of each Originator).

Settlement as to Specific Receivables and Dilution. (a) If, If (i) on the day of purchase or contribution of any Receivable Eligible Account from an Originator hereunder, any of the representations or warranties of such Originator set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 are any Transaction Document is not true with respect to such Receivable or the Agent, the Company or any other party discovers that such Receivable otherwise did not qualify as an Eligible Account on its day of purchase or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 SECTION 5.12(B) is no longer true with respect to such a Receivable, then then, in each case, the Purchase Price for with respect to such Receivable Eligible Account shall be reduced by an amount equal to the Outstanding Balance of such Receivable zero and shall be accounted to such Originator as provided in clause SUBSECTION (cC) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or returned goods or services, or any cash discount or other discountadjustment (except for any adjustment based on insolvency, bankruptcy or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any other credit deterioration of the terms of such Contract or invoice or any other adjustment Account Debtor) made by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between such Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transactionCompany (or, for periods prior to the Closing Date, the books of such Originator), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (in each case except for discounts described in the discharge in bankruptcy definition of the Obligor thereof)"Outstanding Balance" previously accounted for under such definition, then the Purchase Price Market Value or the Contribution Amount, as applicable, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause SUBSECTION (cD) below. (c) Any reduction in the Purchase Price of any Receivable Eligible Account pursuant to clause SUBSECTION (a) or (bA) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables Eligible Accounts subsequently purchased by the Buyer Company from such Originator hereunder; providedPROVIDED, however HOWEVER, if there have been no purchases of Receivables Eligible Accounts from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableEligible Accounts) to create a Purchase Price sufficient to so apply such credit against, the amount of such creditthen: (i) 85% of the amount of such credit shall be paid in cash to the extent Company by such Originator in the manner and for application as described in the following proviso; (ii) 15% of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit amount of such Originator, credit shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (iiiii) after making any deduction pursuant to clause (i) above, the Contribution Amount of such Receivable shall be paid in cash deemed to be a capital contribution from the Originator to the Buyer by such Originator on such Settlement Date subject to the following provisoCompany; provided, further, PROVIDED that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Cash Management Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Any reduction in the Market Value or Contribution Amount of any Receivable pursuant to SUBSECTION (B) above shall be applied as a credit for the account of the Company against the Market Value or Contribution Amount, as applicable, of Receivables subsequently purchased or contributed by the Company from such Originator hereunder, as applicable; PROVIDED, HOWEVER if there have been no purchases or contributions of Receivables from such Originator (or insufficiently large purchases or contributions of Receivables) to create a Market Value or Contribution Value sufficient to so apply such credit against, then: (i) 85% of the amount of such credit in Market Value, in the case of an Eligible Account, shall be paid in cash to the Company by such Originator in the manner and for application as described in the following proviso; (ii) 15% of the amount of such credit in Market Value, in the case of an Eligible Account, shall be deemed to be a payment under, and shall be deducted from the principal amount outstanding under, the Company Note payable to such Originator; and (iii) the reduction in the Contribution Amount of such Receivable, in the case of an Ineligible Account, shall be deemed to be a reduction of the Originator's capital in the Company; PROVIDED that the amount of any such credit shall be paid by such Originator to the Company by deposit in immediately available funds into the relevant Cash Management Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (e) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator, a calculation of the aggregate reductions in Purchase Price or Market Value described in SUBSECTION (A) or (B) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of Originator).

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.8, 5.12, 5.205.13, 5.22, 5.23 5.23, 5.24, 5.25, 5.27, 5.28 or 5.27 5.29 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Borrower-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebatessetoff, warrantiescounterclaim or dispute between any Borrower-Related Party or any Affiliate thereof and an Obligor; then, allowances or charge-backs or in either case, such Originator shall be deemed to have received a Collection on such Receivable on such day in an amount equal to (Dx) any setoff or credit in respect the case of any claim by clause (i) above, the Obligor thereof affected Receivable’s Outstanding Balance in full, and (whether such claim arises out y) in the case of the same or a related transaction or an unrelated transaction), or clause (ii) subject above, amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” (b) If an Originator is deemed to receive any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereofDeemed Collections pursuant to Section 3.3(a), then the Purchase Price with respect such Originator shall within two (2) Business Days thereof pay in cash to such Receivable shall be reduced a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Buyer and the Lender Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date has not occurred and no Event of Default or a Potential Default has occurred and is continuing, the lesser of (x) the full amount of such net reduction Deemed Collections and (y) the amount necessary (by applying such amount as a Collection pursuant to Section 3.01(a) of the Receivables Financing Agreement) to eliminate any Borrowing Base Deficit that exists at such time; or (ii) if the Termination Date has occurred or dispute an Event of Default or a Potential Default has occurred and shall be accounted to is continuing, the full amount of such Originator as provided in clause (c) belowDeemed Collection. (c) Any reduction If any Deemed Collection (or portion thereof) is not paid in cash to a Collection Account (or as otherwise directed by the Purchase Price Administrative Agent) due to the operation of any Receivable pursuant to clause (ab)(i) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againstabove, the amount of such creditDeemed Collection or portion thereof (as the case may be) shall be applied as follows: (i) first, as a deemed repayment of any Subordinated Loans then owed to the extent of any outstanding principal balance under the Intercompany applicable Originator until such Subordinated Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originatorhave been repaid in full; and (ii) after making any deduction pursuant second, as a credit against future Purchase Price payments otherwise due (or to clause (ibecome due) above, shall be paid in cash to the Buyer by such applicable Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such datehereunder.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such the Originator or any Sub-Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash or other revision, cancellation, allowance, rebate, credit memo, discount, or other adjustment made by the Originator or any failure by Sub- Originator, or any setoff, counterclaim, or dispute between or among the Originator or a Sub-Originator, or any Affiliate of an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Sub-Originator, the Servicer or the Buyer which reduces the amount payable by the and an Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, credit shall be paid in cash to the Buyer by such the Originator on such Settlement Date in an amount equal to the lesser of (A) the amount of such reduction and (B) an amount necessary to eliminate the Borrowing Base Deficit that exists of such day after giving effect to clauses (a) and (b), subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Company, any Originator, the Servicer, or any failure by Affiliate of the Servicer or any setoff, counterclaim or dispute between or among the Company or any Affiliate of the Company, an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by Affiliate of an Originator, or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same or a related transaction or Servicer, and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Obligor, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator as provided in clause (c) below. (c) Any Subject to clause (d) below, any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if as of any Settlement Date there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following from any such reduction in the Purchase Price of any Receivable) Originator to create a Purchase Price sufficient to so apply such credit aggregate credits against, then on such Settlement Date the aggregate amount of such creditexcess credits: (i) to the extent of any outstanding principal balance amount under the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Subordinated Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to the following proviso; provided, further, that at Originator. (d) At any time (xi) at and following the request of the Company (either with respect to any specific payment or all such payments), (ii) when an Event of Default or a an Unmatured Event of Default exists under the Receivables Financing Agreement, (iii) when the Aggregate Capital exceeds the Borrowing Base Deficit, exists at such time under the Receivables Financing Agreement or (yiv) on or after the Purchase and Sale Termination Date or the Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Eligible Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5Article V, 5.12, 5.20, 5.22, 5.23 or 5.27 Clause 5.1 are not true with respect to such Eligible Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5Article V, 5.12, 5.20, 5.22, 5.23 or 5.27 Clause 5.1 is no longer true with respect to such Eligible Receivable, then the Purchase Price for such Receivable shall be reduced by Originator or its duly authorised designee, shall, as soon as reasonably practicable but within no later than two (2) Originator Business Days deposit immediately available funds in the UK Collection Account, in an amount equal to the Outstanding Balance of such Receivable and shall be accounted Eligible Receivable, for application by the Servicer to such Originator the same extent as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance Collections of such Receivable, the Buyer promptly shall deliver Eligible Receivable in such funds to amount had actually been received on such Originatordate. (b) If, on any day, the Outstanding Balance of any Eligible Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or damaged, rejected, returned goods or services, or any cash discount, rebate, credit, counterclaim, billing error or other discountadjustment made by the Originator or the Assignee or the Servicer (other than as a result of repayment or as a result of the inability of the Obligor to make payment (i.e., a credit loss or the insolvency of the Obligor)) or any failure by an Originator to deliver any goods setoff or perform any services or otherwise perform under dispute between the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or and an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)Obligor, then the Purchase Price with respect to such Eligible Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such for by the Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Eligible Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Assignee against the Purchase Price of Eligible Receivables subsequently purchased by the Buyer Assignee from such the Originator hereunder; provided, however if there have been no purchases of Eligible Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableEligible Receivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by UK Company Note payable to the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by UK Company Note payable to the Servicer for the benefit of such Originator; andor (ii) after making any deduction pursuant to clause sub-Clause (i) above, shall be paid in cash immediately available funds to the Buyer Assignee by such the Originator on such Settlement Date subject to in the manner and for application as described in the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Agreement or (yz) on or after the date on which the Receivables Purchase and Sale Termination DateAgreement has terminated, the amount of any such credit shall be paid by such the Originator or its duly authorised designee to the Buyer in cash Assignee by deposit of in immediately available funds into a the UK Collection Account for application by the Servicer to the same extent as if Collections of the applicable Eligible Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.55.9, 5.12, 5.20, 5.22, 5.23 or 5.27 5.19 and 5.21 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.9, 5.12, 5.20, 5.22, 5.23 or 5.27 5.19 and 5.21 is no longer true with respect to such Receivable, then the Purchase Price for Price, with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect dispute between such Originator or the Servicer and an Obligor as indicated on the books of the Company, or as a result of any claim by the Obligor thereof (whether such claim arises out of the same tariff or a related transaction other governmental or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof)regulatory action, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance amount under the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer Company by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (xy) when a Termination Event or an Unmatured Termination Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 is no longer true with respect to such a Receivable, then the Purchase Price for with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between such Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such any Originator hereunder; provided, however however, if there have been no purchases of Receivables from such Originator the Originators (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under Company by such Originator in the Intercompany Loans made by manner and for application as described in the Servicer for the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by any Originator, a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of such Originator).

Settlement as to Specific Receivables and Dilution. (a) If, If on any day: (i) on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties of an Originator set forth in Sections 5.55.8, 5.125.13, 5.14, 5.20, 5.21, 5.22, 5.23 5.23, 5.24, 5.25 or 5.27 5.26 are not true with respect to such any Receivable or conveyed to the Buyer hereunder; or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed conveyed to the Buyer hereunder is either (i) reduced or canceled is cancelled as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in revision, cancellation, allowance, rebate, credit memo, discount or cancellation of other adjustment made by the Originators, any of the terms of such Contract or invoice other Seller-Related Party or any other adjustment by an OriginatorAffiliate thereof, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebatessetoff, warrantiescounterclaim or dispute between any Seller-Related Party or any Affiliate thereof and an Obligor; then, allowances in either case, such Originator shall be deemed to have received a Collection on such Receivable (x) in the case of clause (i) above, on the day of discovery thereof by Seller or charge-backs receipt by an Authorized Officer of notice thereof given by the Administrative Agent, and if the factors causing such representation or warranty to be untrue have a material adverse effect on the collectability, value or payment terms of such Receivable or the availability of the proceeds thereof, in an amount equal to the affected Receivable’s Outstanding Balance in full, and (Dy) in the case of clause (ii) above, on such day in an 127299818\V-5 amount equal to the positive difference between (A) such Receivable’s Outstanding Balance prior to such reduction or cancelation and (B) such Receivable’s Outstanding Balance after such reduction or cancelation. Collections deemed to have been received by the Originators pursuant to this Section 3.3(a) are referred herein to as “Deemed Collections.” Notwithstanding the foregoing, if the Outstanding Balance of any setoff Receivable conveyed to the Buyer hereunder is reduced, cancelled, or credit otherwise uncollectable by reason of the bankruptcy, insolvency, lack of creditworthiness or other financial inability to pay, of the related Obligor, then no such Deemed Collections shall arise in respect of such Receivable. (a) If an Originator is deemed to receive any claim Deemed Collections pursuant to Section 3.3(a), then such Originator shall within two (2) Business Days thereof pay in cash to a Collection Account (or as otherwise directed by the Obligor thereof (whether Administrative Agent at such claim arises out time) for the benefit of the same or Buyer and the Purchaser Parties (as ▇▇▇▇▇’s assignees) an amount equal to: (i) if the Termination Date has not occurred and no Event of Default has occurred and is continuing, the lesser of (x) the full amount of such Deemed Collections and (y) the amount necessary (by applying such amount as a related transaction or an unrelated transaction), or Collection pursuant to Section 3.01(a) of the Receivables Purchase Agreement) to eliminate any Capital Coverage Amount Deficit that exists at such time; or (ii) subject to any specific disputeif the Termination Date has occurred or an Event of Default has occurred and is continuing, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the full amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) belowDeemed Collection. (cb) Any reduction If any Deemed Collection (or portion thereof) is not paid in cash to a Collection Account (or as otherwise directed by the Purchase Price Administrative Agent) due to the operation of any Receivable pursuant to clause (ab)(i) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit againstabove, the amount of such creditDeemed Collection or portion thereof (as the case may be) shall be applied as follows: (i) first, as a deemed repayment of any Subordinated Loans then owed to the extent of any outstanding principal balance under the Intercompany applicable Originator until such Subordinated Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originatorhave been repaid in full; and (ii) after making any deduction pursuant second, as a credit against future Purchase Price payments otherwise due (or to clause (ibecome due) above, shall be paid in cash to the Buyer by such applicable Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such datehereunder.

Settlement as to Specific Receivables and Dilution. With respect to the Originator: (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.55.8, 5.125.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such the Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.8, 5.125.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable as reduced by the Remaining Discount, if any, and shall be accounted to such the Originator as provided in clause (cd) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to the Originator. For the purposes of this clause (a), “Remaining Discount” shall mean, with respect to any particular Receivable and as of any date the same is to be determined, the amount obtained by multiplying (a) the percentage obtained by dividing (i) the number of days remaining, if any, in the discount period used for calculating the Fair Market Value Discount for such Originator. Receivable as of such date by (ii) the number of days in the discount period used for calculating the Fair Market Value Discount for such Receivable times (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to Fair Market Value Discount for such Receivable shall be reduced by the amount as of such net reduction or dispute and shall be accounted to such Originator as provided in clause (c) belowits Payment Date. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 SECTION 5.4 or 5.27 are 5.11 is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 SECTION 5.4 or 5.27 5.11 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the "CONTRIBUTED VALUE")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause SUBSECTION (cC) below; providedPROVIDED, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased (or contributed contributed) hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Seller, the Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Purchase Price or the Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; providedPROVIDED, however HOWEVER if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (x) when an Event of Default or a Borrowing Base Deficit, exists under the Receivables Financing Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 are Section 5.12 of such Originator is not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 Section 5.12 is no longer true with respect to such a Receivable, then the Purchase Price for with respect to such Receivable Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between such Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price Price, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under Company by such Originator in the Intercompany Loans made by manner and for application as described in the Servicer for the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator, a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an the Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23 or 5.27 5.4 and 5.12 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.4, 5.12, 5.20, 5.22, 5.23 or 5.27 5.12 is no longer true with respect to such a Receivable, then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the "Contributed Value")) with respect to such Receivables shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such the Originator as provided in clause subsection (c) below; provided, that if the Buyer Company thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such the Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or any failure adjustment made by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by dispute between the Originator or the Servicer and an Obligor thereof (whether such claim arises out as indicated on the books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofOriginator), then the Purchase Price or Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such the Originator as provided in clause subsection (c) below. (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such the Originator hereunder; provided, however if there have been no purchases of Receivables from such the Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under the Intercompany Loans made Company by the Servicer Originator in the manner and for application as described in the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash Company Note payable to the Buyer by such Originator on such Settlement Date subject to the following provisoOriginator; provided, further, that at any time (xy) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured Termination Event exists under the Receivables Financing Purchase Agreement or (yz) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such the Originator to the Buyer in cash Company by deposit of in immediately available funds into a Collection the relevant Lock-Box Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by the Originator (including Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of the Originator).

Settlement as to Specific Receivables and Dilution. (a) If, (i) If on the day of purchase or contribution of any Receivable from an any Originator hereunder, any of the representations or warranties set forth in Sections 5.5Section 5.3, 5.12, 5.20, 5.22, 5.23 5.4 or 5.27 are 5.11 of such Originator is not true with respect to such ----------- --- --- Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, day any of such representations or warranties set forth in Sections 5.5Section 5.3, 5.12, 5.20, 5.22, 5.23 5.4 or 5.27 ----------- --- 5.11 is no longer true with respect to such Receivablea Receivable (other than a ---- representation or warranty set forth in Section 5.11(c) or (d) which is no -------------- --- longer true as a result of an Obligor's payment obligation being discharged in bankruptcy), then the Purchase Price for (or in the case of a Contributed Receivable, the Outstanding Balance of such Receivable (the "Contributed ----------- Value")) with respect to such Receivables shall be reduced by an amount equal to ----- the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause subsection (c) below; provided, that if the Buyer Company -------------- -------- thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer Company promptly shall deliver such funds to such Originator. (b) If, on any day, the Outstanding Balance of any Receivable (including any Contributed Receivable) purchased (or contributed contributed) hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected or rejected, returned goods or services, or any cash discount or other discount, or adjustment made by any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Company or the Servicer or any offset, setoff or dispute between such Originator or the Buyer which reduces the amount payable by the Servicer and an Obligor as indicated on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out books of the same or a related transaction or an unrelated transaction)Company (or, or (ii) subject for periods prior to any specific disputethe Closing Date, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy books of the Obligor thereofsuch Originator), then the Purchase Price or the Contributed Value, as the case may be, with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to such Originator as provided in clause subsection (c) below.. -------------- (c) Any reduction in the Purchase Price (or Contributed Value) of any Receivable pursuant to clause subsection (a) or (b) above shall be applied as a credit -------------- -- for the account of the Buyer Company against the Purchase Price of Receivables subsequently purchased by the Buyer Company from such Originator hereunder; provided, -------- however if there have been are no purchases of Receivables from such Originator (or ------- insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any ReceivableReceivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit: (i) shall be paid in cash to the extent of any outstanding principal balance under Company by such Originator in the Intercompany Loans made by manner and for application as described in the Servicer for the benefit of such Originatorfollowing proviso, or (ii) shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount ofoutstanding under, the Intercompany Loans made by the Servicer for the benefit of Company Note, if applicable, payable to such Originator; and (ii) after making any deduction pursuant to clause (i) above, shall be paid in cash Originator to the Buyer by such Originator on such Settlement Date subject to extent permitted under Section 1(m) of Exhibit IV of the following provisoReceivables Purchase Agreement; provided, further, that at any time (x) when an a Termination Event of Default or a Borrowing Base Deficit, Unmatured -------- ------- Termination Event exists under the Receivables Financing Purchase Agreement or (y) on or after the Purchase and Sale Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in cash Company by deposit of in immediately available funds into a the Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date. (d) Each Purchase Report (other than the Purchase Report delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder, as indicated on the books of the Company (or, for such period prior to the Closing Date, the books of the Originators).

Settlement as to Specific Receivables and Dilution. (a) If, (i) on the day of purchase or contribution of any Receivable from an Originator the Seller hereunder, any of the representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 are not true with respect to such Receivable Receivable, or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect or delay in collecting any portion of such Receivable due to the filing of or a discharge in a bankruptcy or similar insolvency proceeding proceeding, financial inability or other credit related reasons with respect to the relevant Obligor) of such Originatorthe Seller, on any subsequent day, any of such representations or warranties set forth in Sections 5.55.8, 5.125.11, 5.13, 5.14, 5.20, 5.22, 5.23 or 5.27 and 5.24 is no longer true with respect to such Receivable, then the Purchase Price for with respect to such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator the Seller as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of Collections due with respect to such Receivable, the Buyer promptly shall deliver or credit such funds to such Originatorthe Seller. (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled adjusted as a result of (A) any defective, rejected rejected, returned, repossessed or returned foreclosed goods or services, or any cash revision, cancellation, allowance, rebate, credit memo, discount or other discountadjustment made by the Seller, any Originator, the Servicer, or any failure by Affiliate of the Servicer, or any setoff, counterclaim or dispute between or among the Seller or any Affiliate of the Seller, an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by Affiliate of an Originator, or the Servicer or the Buyer which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out Affiliate of the same Servicer, and an Obligor (other than, in each case in this clause (b), solely as a result of the failure to collect or delay in collecting any portion of such Receivable due to the filing of or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in a bankruptcy of or similar insolvency proceeding, financial inability or other credit related reasons with respect to the Obligor thereofrelevant Obligor), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute adjustment and shall be accounted to such Originator Seller as provided in clause (c) below. (c) Any Subject to clause (d) below, any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator the Seller hereunder; provided, however if as of any Settlement Date there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to from the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) Seller to create a Purchase Price sufficient to so apply such credit aggregate credits against, then on such Settlement Date the aggregate amount of such credit: (i) to the extent of any outstanding principal balance under the Intercompany Loans made by the Servicer for the benefit of such Originator, shall be deemed to be a payment under, and shall be deducted from the outstanding principal amount of, the Intercompany Loans made by the Servicer for the benefit of such Originator; and (ii) after making any deduction pursuant to clause (i) above, excess credits shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso; provided, further, that at Seller. (d) At any time (xi) at and following the request of the Buyer (either with respect to any specific payment or all such payments), (ii) when an Event of Default or a an Unmatured Event of Default exists under the Receivables Financing Agreement, (iii) when the Aggregate Capital exceeds the Borrowing Base Deficit, exists at such time under the Receivables Financing Agreement or (yiv) on or after the Purchase and Sale Termination Date or the Termination Date, the amount of any such credit described in clause (c) shall be paid by such Originator the Seller to the Buyer in cash by deposit of in immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.