Common use of Extension or Amendment of Receivables Clause in Contracts

Extension or Amendment of Receivables. Extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification or waiver is made in accordance with the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, and the related Obligor with respect to such Receivable; provided that if the Company cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of lesser Principal Amount on the same Business Day as the cancellation and the Company shall make a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; or (iii) the Company must make a Cash Dilution Payment, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------

Extension or Amendment of Receivables. ExtendWhether acting as Local ------------------------------------- Servicer or otherwise, extend payment terms, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification modification, or waiver is made in accordance with the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, and the related Obligor with respect to such Receivable; provided Receivable provided, that if in the Company event the Contributor or such Originator -------- cancels an invoice related to a Receivable, the Contributor must make a Contributor Dilution Adjustment Payment in accordance with Section 2.05; ------------ provided, further that in the event a Contributor or any Originator cancels an -------- ------- invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; day of cancellation (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day as the cancellation and the Contributor must make an Contributor Dilution Adjustment Payment to the Company shall make a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; invoices or (iii) the Company Contributor must make a Cash an Contributor Dilution Payment, Adjustment Payment to the Company in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and invoice pursuant to Subsection ---------- 4.05(a) of the Servicing AgreementSection 2.05. -------------------

Extension or Amendment of Receivables. ExtendWhether acting as Local Servicer or otherwise, extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification modification, or waiver is made in accordance with the Policies servicing standards set forth in Clause 4.12 of the Servicing Agreement (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-pre- existing contractual obligation between the Contributor or any Originator, as the case may be, it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable; provided , the Originator must make an Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that if in the Company event the Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; day, (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day as the cancellation and the Company shall Originator must make a Cash an Originator Dilution Payment Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices; invoices or (iii) the Company Originator must make a Cash an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and invoice pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------Clause 2.7.

Extension or Amendment of Receivables. ExtendWhether acting as Local ------------------------------------- Servicer or otherwise, extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification modification, or waiver is made in accordance with the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, such Originator and the related Obligor with respect to such Receivable provided, that in the event such Originator cancels -------- an invoice related to a Receivable, such Originator must make an Originator Dilution Adjustment Payment in accordance with Section 2.05; provided provided, further ------------ -------- ------- that if in the Company event such Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; day, (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day as and such Originator must make an Originator Dilution Adjustment Payment, to the cancellation and the Company shall make a Cash Dilution Payment Purchaser, in an amount equal to the difference between such cancelled and replacement invoices; invoices or (iii) the Company Originator must make a Cash an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and invoice pursuant to Subsection ---------- 4.05(a) of the Servicing AgreementSection 2.05. -------------------

Extension or Amendment of Receivables. ExtendExcept as permitted by the Servicer pursuant to Section 8.2(b) of the Receivables Purchase Agreement, make any ------------------------------------- Dilution Adjustment to, rescind, cancelextend (other than with respect to the Extended Lease Period), amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, modify the terms of any Receivable originated by such Originator or amend, modify or waive any term or condition of any related Contract (including without limitation, in respect of any ISC Contract, the Designated Installment Payment Term or the terms of the ISC Upgrade Program, in respect of the Lease Receivables and the MTM Lease Receivables, the Designated Lease Payment Term, and in respect of the Lease Receivables, the Lease Upgrade Program), in each case unless (a) (i) on or prior to any such cancellationextension, terminationamendment or modification, amendment, modification or waiver a corresponding Deemed Collection payment in respect of the related Receivable is made in accordance with connection therewith. Make or consent to any change in the Policies (ISC Upgrade Program or the Lease Upgrade Program if such proposed change or amendment could reasonably be expected to result in a Material Adverse Effect or permit an Obligor to elect to have a right to trade in its qualifying wireless communication device in satisfaction of such ISC Receivable or such Lease Receivable after the date that such Obligor entered into an ISC Contract or a Lease Contract, in each case without the prior written consent of the Collateral Agent, the Administrative Agent and would have each Purchaser Agent, unless a corresponding Deemed Collection payment in respect of the related ISC Receivable or the related Lease Receivable has been made in connection therewith. Without limiting the ordinary course foregoing (but acknowledging that, having relinquished all rights and obligations under the Lease Contracts, no Originator (other than Sprint Spectrum in its capacity as Servicer) has the right to do so) and notwithstanding any right it may have to do so under the terms of business)any Lease Contract, no Originator or SPE shall discontinue (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease permit to be an Eligible discontinued) the leasing program under which any Lease Receivable and (iv) such cancellation, termination, amendment, modification or waiver any MTM Lease Receivable was originated if doing so would not have a material and prejudicial effect on result in the collectibility forgiveness of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or remaining payments due under any Originator, as the case may be, and the related Obligor with respect to such Receivable; provided that if the Company cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of lesser Principal Amount on the same Business Day as the cancellation and the Company shall make a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; or (iii) the Company must make a Cash Dilution Payment, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------Lease Contract.

Extension or Amendment of Receivables. ExtendExcept as permitted by the Servicer pursuant to Section 8.2(b) of the Receivables Purchase Agreement, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, modify the terms of any ReceivablesReceivable originated by such Originator or amend, modify or waive any term or condition of any related Contract (including without limitation, in respect of any ISC Contract, the Designated Installment Payment Term or the terms of the ISC Upgrade Program and including, in respect of any Lease Contract, the Designated Lease Payment Term or terms of the Lease Upgrade Program), in each case unless (a) (i) on or prior to any such cancellationextension, terminationamendment or modification, amendment, modification or waiver a corresponding Deemed Collection payment in respect of the related Receivable is made in accordance with connection therewith. Make or consent to any change in the Policies (ISC Upgrade Program or the Lease Upgrade Program if such proposed change or amendment could reasonably be expected to result in a Material Adverse Effect or permit an Obligor to elect to have a right to trade in its qualifying wireless communication device in satisfaction of such ISC Receivable or such Lease Receivable after the date that such Obligor entered into an ISC Contract or a Lease Contract, in each case without the prior written consent of the Collateral Agent, each Administrative Agent and would have each Purchaser Agent, unless a corresponding Deemed Collection payment in respect of the related ISC Receivable or the related Lease Receivable has been made in connection therewith. Without limiting the ordinary course foregoing (but acknowledging that, having relinquished all rights and obligations under the Lease Contracts, no Originator (other than Sprint Spectrum in its capacity as Servicer) has the right to do so) and notwithstanding any right it may have to do so under the terms of business)any Lease Contract, no Originator or SPE shall discontinue (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease permit to be an Eligible Receivable and (ivdiscontinued) such cancellation, termination, amendment, modification or waiver the leasing program under which the Lease Receivables were originated if doing so would not have a material and prejudicial effect on result in the collectibility forgiveness of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or remaining payments due under any Originator, as the case may be, and the related Obligor with respect to such Receivable; provided that if the Company cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of lesser Principal Amount on the same Business Day as the cancellation and the Company shall make a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; or (iii) the Company must make a Cash Dilution Payment, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------Lease Contract.

Extension or Amendment of Receivables. ExtendWhether acting as Local Servicer or otherwise, extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification modification, or waiver is made in accordance with the Policies servicing standards set forth in Clause 4.12 of the Servicing Agreement (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable; provided , the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that if in the Company event the Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; day, (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day as the cancellation and the Company shall Originator must make a Cash the Originator Dilution Payment Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices; invoices or (iii) the Company Originator must make a Cash the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and invoice pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------Clause 2.7.

Extension or Amendment of Receivables. Extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to The Seller will not extend, amend or otherwise modifymodify (or consent to any such extension, amendment or modification of) the terms of any ReceivablesReceivable or rescind or cancel, unless or permit the rescission or cancellation of, any Receivable except to the extent that any representation or warranty of the Seller with respect to any Receivable constituting a Purchased Asset under Section 4.02 was incorrect when made or remade or deemed made or remade (a) (i) such cancellation, termination, amendment, modification or waiver is made in accordance with it being agreed that the Policies (and would have been made in the ordinary course incorrectness of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendmentrepresentation or warranty, modification and the substitution or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility repurchase obligation of the relevant Receivable or Seller pursuant to this clause (b) resulting therefrom, shall in each case, be determined without giving effect to any limitation on the "knowledge," "best of knowledge" or other similar limitation on the knowledge of the Seller contained in any such Dilution Adjustment is representation or warranty), the result of a pre-existing contractual obligation between the Contributor or any OriginatorSeller shall, as the case may be, and the related Obligor with respect to such Receivable; provided that if the Company cancels an invoice related to a Receivablewithin five Business Days after learning thereof, either (iX) such invoice must be replaced with an invoice relating convey to the same transaction Purchaser in exchange for the affected Receivable, one or more additional Receivables to be described on a Seller Transfer Report delivered to the Purchaser and having Discounted Receivables Balance (as calculated without giving effect to any past due Scheduled Payments thereon which are outstanding on such date) approximately equal to, but not less than, the cancelled invoice Discounted Receivables Balance of equal or greater Principal Amount the Receivable being so replaced (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the same Business Day as date of such calculation) or (Y) in the cancellation; (ii) such invoice must be replaced with an invoice relating event the Seller lacks sufficient Receivables to substitute or replace the affected Receivables, repurchase in cash delivered to the same transaction Purchaser as the cancelled invoice of lesser Principal Amount on the same Business Day as the cancellation and the Company shall make a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; or (iii) the Company must make a Cash Dilution Paymentaforesaid, in an amount equal to the full value Discounted Receivables Balance (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the date of such cancelled invoice; provided that calculation) of such affected Receivable at such time, whereupon the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required Receivable being replaced or repurchased shall cease to be made hereunder and pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------a "Receivable" hereunder.

Extension or Amendment of Receivables. ExtendExcept as provided in Section 8.2(b) and to the extent resulting from the Conditional Service Guaranty, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, modify the terms of any ReceivablesPool Receivable (in each case, unless including, without limitation, by means of any promotional activity, advertising or other statement or warranty (aincluding on any ADT Entity’s website)), or amend, modify or waive any term or condition of any Contract related thereto or permit the Servicer to do the same. (c) Change in Credit and Collection Policy, Business, or Constituent Documents. (i) Make or consent to any change or amendment to the Credit and Collection Policy or permit the Servicer to make any such cancellationchange or amendment if such proposed change or amendment could reasonably be expected to adversely affect the value, terminationvalidity, amendmentcollectability, modification or waiver is made in accordance with enforceability of any Pool Receivables or the Policies Related Assets or decrease the credit quality of any Pool Receivable or the Related Assets or otherwise give rise to a Material Adverse Effect without (x) the prior written consent of the Collateral Agent, the Administrative Agent, and would have been made each Purchaser Agent, or (y) in the ordinary course case of business)any such change or amendment required by Law, (ii) if upon delivery to the Collateral Agent and the Administrative Agent of a certificate of a Responsible Officer of ADT which certifies, that based upon advice of reputable counsel, such cancellation, termination, amendment, modification change or waiver arose amendment is required to be made as a result of a request from an Obligorchange in Law, or (iiiii) if make any such amendment, modification change in the character of its business or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification amend or waiver would not have a material and prejudicial effect on otherwise modify its Constituent Documents in any respect without the collectibility prior written consent of the relevant Receivable or (b) such Dilution Adjustment is Collateral Agent, the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, Administrative Agent and the related Obligor with respect to such Receivable; provided that if the Company cancels an invoice related to a ReceivableRequired Purchasers. (d) Change in Lock-box Bank, either Lock-box or Lock-Box account. (i) such invoice must be replaced with an invoice relating to Add any bank, lock-box or lock-box account not listed on Schedule V as a Lock-box Bank, Lock- box or Lock-box Account unless the same transaction as Collateral Agent and the cancelled invoice Administrative Agent shall have previously approved and received duly executed copies of equal Payment Directions in the form of Exhibit G-1 or greater Principal Amount on a Control Agreement duly executed by the same Business Day as the cancellation; parties thereto, (ii) terminate any Lock-box Bank, or related Lock-box, or Lock-box Account without the prior written consent of the Collateral Agent, the Administrative Agent and, in each case, only if all of the payments from Obligors that were being sent to such invoice must Lock-box Bank will, upon termination of such Lock-box Bank and at all times thereafter, be replaced deposited in a Lock-box Account with an invoice relating to another Lock-box Bank covered by a Payment Direction in the same transaction as the cancelled invoice form of lesser Principal Amount on the same Business Day as the cancellation and the Company shall make Exhibit G-1 or a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; Control Agreement, or (iii) the Company must make a Cash Dilution Paymentamend, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and pursuant to Subsection ---------- 4.05(a) of the Servicing Agreementsupplement, or otherwise modify any Lock-box agreement. -------(e)

Extension or Amendment of Receivables. ExtendWhether acting as Local Servicer or otherwise, extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification modification, or waiver is made in accordance with the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, such Originator and the related Obligor with respect to such Receivable provided, that in the event such Originator cancels an invoice related to a Receivable, such Originator must make an Originator Dilution Adjustment Payment in accordance with Section 2.05; provided provided, further that if in the Company event such Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; day, (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day as and such Originator must make an Originator Dilution Adjustment Payment, to the cancellation and the Company shall make a Cash Dilution Payment Purchaser, in an amount equal to the difference between such cancelled and replacement invoices; invoices or (iii) the Company Originator must make a Cash an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and invoice pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------Section 2.05.

Extension or Amendment of Receivables. ExtendWhether acting as Local Servicer or otherwise, extend, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation, termination, amendment, modification modification, or waiver is made in accordance with the Policies servicing standards set forth in Clause 4.12 of the Servicing Agreement (and would have been made in the ordinary course of business), (ii) if such cancellation, termination, amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or (b) such Dilution Adjustment is the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, it and the related Obligor with respect to such 12 Receivable provided, that in the event the Originator cancels an invoice related to a Receivable; provided , the Originator must make an Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that if in the Company event the Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same Business Day as the cancellation; day, (ii) such invoice must be replaced with an invoice relating to the same transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day as the cancellation and the Company shall Originator must make a Cash an Originator Dilution Payment Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices; invoices or (iii) the Company Originator must make a Cash an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice; provided that the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and invoice pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------Clause 2.7.

Extension or Amendment of Receivables. ExtendExcept as provided in Section 8.2(b) and to the extent resulting from the Conditional Service Guaranty, make any ------------------------------------- Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, modify the terms of any ReceivablesPool Receivable (in each case, unless including, without limitation, by means of any promotional activity, advertising or other statement or warranty (aincluding on any ADT Entity’s website)), or amend, modify or waive any term or condition of any Contract related thereto or permit the Servicer to do the same. (c) Change in Credit and Collection Policy, Business, or Constituent Documents. (i) Make or consent to any change or amendment to the Credit and Collection Policy or permit the Servicer to make any such cancellationchange or amendment if such proposed change or amendment could reasonably be expected to adversely affect the value, terminationvalidity, amendmentcollectability, modification or waiver is made in accordance with enforceability of any Pool Receivables or the Policies Related Assets or decrease the credit quality of any Pool Receivable or the Related Assets or otherwise give rise to a Material Adverse Effect without (x) the prior written consent of the Collateral Agent, the Administrative Agent, and would have been made each Purchaser Agent, or (y) in the ordinary course case of business)any such change or amendment required by Law, (ii) if upon delivery to the Collateral Agent and the Administrative Agent of a certificate of a Responsible Officer of ADT which certifies, that based upon advice of reputable counsel, such cancellation, termination, amendment, modification change or waiver arose amendment is required to be made as a result of a request from an Obligorchange in Law, or (iiiii) if make any such amendment, modification change in the character of its business or waiver does not cause such Receivable to cease to be an Eligible Receivable and (iv) such cancellation, termination, amendment, modification amend or waiver would not have a material and prejudicial effect on otherwise modify its Constituent Documents in any respect without the collectibility prior written consent of the relevant Receivable or (b) such Dilution Adjustment is Collateral Agent, the result of a pre-existing contractual obligation between the Contributor or any Originator, as the case may be, Administrative Agent and the related Obligor with respect to such Receivable; provided that if the Company cancels an invoice related to a ReceivableRequired Purchasers. (d) Change in Lock-box Bank, either Lock-box or Lock-Box accountAccounts. (i) such invoice must be replaced with an invoice relating to Add any bank, lock-box or lock-box account not listed on Schedule V as a Lock-box Bank, Lock-box or Lock-boxCollection Account unless the same transaction as Collateral Agent and the cancelled invoice Administrative Agent shall have previously approved and received duly executed copies of equal Payment Directions in the form of Exhibit G-1 or greater Principal Amount on athe proper forms of Control AgreementAgreements duly executed by the same Business Day as the cancellation; parties thereto, (ii) such invoice must be replaced with an invoice relating to terminate any Lock-box Bank, or related Lock-box, or Lock-boxCollection Account or the same transaction as Payment Account without the cancelled invoice prior written consent of lesser Principal Amount on the same Business Day as Collateral Agent, the cancellation and the Company shall make a Cash Dilution Payment in an amount equal to the difference between such cancelled and replacement invoices; or (iii) the Company must make a Cash Dilution PaymentAdministrative Agent and, in an amount equal each case, only if all of the payments from Obligors that were being sent to the full value such Lock- box Bank or Collection Account will, upon termination of such cancelled invoice; provided that Lock-box Bank or Collection Account and at all times thereafter, be deposited in a Lock-boxCollection Account with another Lock-box Bank covered by a Payment DirectionAccount in the Company may decrease the amount of its Exchangeable Company Interest in an amount equal to the Cash Dilution Payment required to be made hereunder and pursuant to Subsection ---------- 4.05(a) of the Servicing Agreement. -------48