Common use of Extension or Amendment of Receivables Clause in Contracts

Extension or Amendment of Receivables. Whether 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, or waiver is made in accordance with the 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 it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the 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 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 and the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7.

Extension or Amendment of Receivables. Whether acting Except as Local permitted by the Servicer or otherwisepursuant to Section 8.2(b) of the Receivables Purchase Agreement, extend, 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, termination, amendment, amendment or 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 servicing standards set forth ISC Upgrade Program or the Lease Upgrade Program if such proposed change or amendment could reasonably be expected to result in Clause 4.12 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 Servicing Agreement (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 it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the 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 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 and the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7remaining payments due under any Lease Contract.

Extension or Amendment of Receivables. Whether acting as Local ------------------------------------- Servicer or otherwise, extendextend 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, or waiver is made in accordance with the servicing standards set forth in Clause 4.12 of the Servicing Agreement 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 it the Contributor or any Originator, as the case may be, and the related Obligor with respect to such Receivable provided, that in the event the Contributor or such Originator -------- cancels an invoice related to a Receivable, the Originator Contributor must make the Originator a Contributor Dilution Adjustment Payment in accordance with Clause 2.7, Section 2.05; ------------ provided, further that in the event the 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 day, Business Day as the 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 and the Originator Contributor must make the Originator an Contributor Dilution Adjustment Payment, Payment to the Purchaser, Company in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator Contributor must make the Originator an Contributor Dilution Adjustment Payment, Payment to the Purchaser, Company in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7.Section 2.05. ------------

Extension or Amendment of Receivables. Whether acting as Local Servicer or otherwise, extendExtend, 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 servicing standards set forth in Clause 4.12 of the Servicing Agreement 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 it the Contributor or any Originator, as the case may be, and the related Obligor with respect to such Receivable provided, Receivable; provided that in if the event the Originator cancels an invoice related to a Receivable, the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the event the Originator 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 day, Business Day as the 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 Originator must Company shall make the Originator a Cash Dilution Adjustment Payment, to the Purchaser, Payment in an amount equal to the difference between such cancelled and replacement invoices invoices; or (iii) the Originator Company must make the Originator a Cash Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice 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 Clause 2.7.Subsection ---------- 4.05 (a) of the Servicing Agreement. -------

Extension or Amendment of Receivables. Whether acting Except as Local permitted by the Servicer or otherwisepursuant to Section 8.2(b) of the Receivables Purchase Agreement, extend, 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, termination, amendment, amendment or 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 servicing standards set forth ISC Upgrade Program or the Lease Upgrade Program if such proposed change or amendment could reasonably be expected to result in Clause 4.12 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 Servicing Agreement (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 it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the 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 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 and the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7remaining payments due under any Lease Contract.

Extension or Amendment of Receivables. Whether 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, or waiver is made in accordance with the 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 it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make the an Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the 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 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 and the Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7.

Extension or Amendment of Receivables. Whether 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, or waiver is made in accordance with the servicing standards set forth in Clause 4.12 of the Servicing Agreement 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 it such Originator and the related Obligor with respect to such Receivable provided, that in the event the such Originator cancels -------- an invoice related to a Receivable, the such Originator must make the an Originator Dilution Adjustment Payment in accordance with Clause 2.7, Section 2.05; provided, further ------------ -------- ------- that in the event the 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 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 and the such Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7.Section 2.05. ------------

Extension or Amendment of Receivables. Whether acting as Local Servicer or otherwise, 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 Receivables, unless (a) (i) such cancellation, termination, amendment, modificationReceivable or rescind or cancel, or waiver is made in accordance with permit the servicing standards set forth in Clause 4.12 rescission or cancellation of, any Receivable except to the extent that any representation or warranty of the Servicing Agreement 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 (and would have been made in it being agreed that 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 Seller shall, within five Business Days after learning thereof, either (X) convey to the 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 Discounted Receivables Balance of a prethe Receivable being so replaced (as calculated by treating any past-existing contractual obligation between it and due Scheduled Payments then due as if such Scheduled Payments were due on the related Obligor with respect to date of such Receivable provided, that calculation) or (Y) in the event the Originator cancels an invoice related Seller lacks sufficient Receivables to a Receivablesubstitute or replace the affected Receivables, the Originator must make the Originator Dilution Adjustment Payment repurchase in accordance with Clause 2.7, provided, further that in the event the Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice relating cash delivered to the same transaction Purchaser as the cancelled invoice of equal or greater Principal Amount on the same 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 and the Originator must make the Originator Dilution Adjustment Payment, to the Purchaseraforesaid, in an amount equal to the difference between Discounted Receivables Balance (as calculated by treating any past-due Scheduled Payments then due as if such cancelled and replacement invoices or (iii) Scheduled Payments were due on the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value date of such cancelled invoice pursuant calculation) of such affected Receivable at such time, whereupon the Receivable being replaced or repurchased shall cease to Clause 2.7be a "Receivable" hereunder.

Extension or Amendment of Receivables. Whether acting Except as Local Servicer or otherwiseotherwise permitted in Section 4.2 of the Agreement, 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 modify, modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any Contract related thereto if the effect of such amendment, modification or waiver could reasonably be expected to impair the collectibility or delay the payment of any then existing Pool Receivable, without the prior written consent of the Administrator and the Majority Purchaser Agents. The Seller shall at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, unless (a) and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract. Notwithstanding the foregoing, (i) such cancellationthe Seller (and the applicable Originator) may extend, terminationamend, amendment, modification, cancel or waiver rescind any Receivable (and the Contract related thereto) the Outstanding Balance of which is reduced in connection with a valid dispute or otherwise as a result of any non-cash reduction to the Outstanding Balance thereof that is made in accordance with the servicing standards set forth in Clause 4.12 of the Servicing Agreement Seller’s (and would have been made in the ordinary course of business), applicable Originator’s) practices and the Credit and Collection Policy; and (ii) if the Seller (and the applicable Originator) may, in accordance with the Credit and Collection Policy, extend the maturity (but not for more than ten days), adjust the Outstanding Balance, or otherwise modify the terms of any Defaulted Receivable or amend, modify or waive any payment term or condition of any invoice or Contract related thereto, all as it may determine to be appropriate to maximize Collections thereof, provided that, for all purposes hereunder, any such cancellationReceivable shall remain a “Defaulted Receivable” in the amount of its Outstanding Balance (without giving effect to any such extension, terminationadjustment, amendment, modification or waiver arose waiver) until paid or charged off 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 it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the 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 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 and the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7uncollectible.

Extension or Amendment of Receivables. Whether 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, or waiver is made in accordance with the 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 it and the related Obligor with respect to such Receivable provided, that in the event the Originator cancels an invoice related to a Receivable, the Originator must make the an Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the 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 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 and the Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7.

Extension or Amendment of Receivables. Whether 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, or waiver is made in accordance with the servicing standards set forth in Clause 4.12 of the Servicing Agreement 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 it such Originator and the related Obligor with respect to such Receivable provided, that in the event the such Originator cancels an invoice related to a Receivable, the such Originator must make the an Originator Dilution Adjustment Payment in accordance with Clause 2.7, Section 2.05; provided, further that in the event the 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 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 and the such Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Originator must make the an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full value of such cancelled invoice pursuant to Clause 2.7Section 2.05.

Extension or Amendment of Receivables. Whether acting as Local Servicer or otherwise, extend, make any Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to The Issuer will not extend, amend or otherwise modifymodify (or consent to, or fail to object to, any such extension, amendment or modification by the Company, the Seller or any of the Master Servicers of) the terms of any ReceivablesReceivable or rescind or cancel, unless (a) or permit the rescission or cancellation of, any Receivable except: (i) such cancellation, termination, amendment, modification, or waiver is made in accordance as permitted under any Supplement with respect to the servicing standards set forth in Clause 4.12 of the Servicing Agreement (and would have been made in the ordinary course of business), Series Receivables thereunder; (ii) if such cancellation, termination, amendment, modification as ordered by a court of competent jurisdiction or waiver arose as a result of a request from an Obligor, other Governmental Authority; (iii) if to the extent that any such amendment, modification representation 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 warranty of the relevant Receivable or (b) such Dilution Adjustment is Seller under the result of a pre-existing contractual obligation between it and the related Obligor Issuer Purchase Agreement with respect to such any Series Receivable providedor, that in the event case of the Originator cancels an invoice related initial issuance hereunder, in any certificates delivered by any officer of X.X. Xxxxxxxxx Structured Settlement Funding Corporation for, and on behalf of, the Company (either individually and/or in its capacity as a member or manager of the Seller) in connection with any of the opinions of counsel delivered on the Closing Date was incorrect when made or deemed made, the Issuer shall, within five Business Days after learning thereof, cause the Seller to a either (x) convey to the Issuer, for the benefit of the Series to which such affected Receivable was allocated, in exchange for the affected Series Receivable, the Originator must make the Originator Dilution Adjustment Payment in accordance with Clause 2.7, provided, further that in the event the Originator cancels an invoice related one or more different Receivables to be described on a Receivable, either (i) such invoice must be replaced with an invoice relating List of Receivables delivered to the same transaction Trustee and having a Discounted Receivables Balance approximately equal to (but not less than) that of the Receivable being so replaced (provided that for purposes of this clause, the Discounted Receivables Balance of such Series Receivable being so replaced shall be calculated by treating any past due Scheduled Payments thereon as the cancelled invoice of equal or greater Principal Amount if such payments were due on the same daydate of such calculation and the Discounted Receivables Balance of the replacement Series Receivable shall be calculated without giving effect to any past due Scheduled Payments owing thereon), or (iiy) such invoice must be replaced with an invoice relating repurchase, in cash delivered to the same transaction as Series Collection Account for such Series, such affected Series Receivable from the cancelled invoice of a lesser Principal Amount on the same Business Day and the Originator must make the Originator Dilution Adjustment Payment, to the Purchaser, in Issuer for an amount equal to the difference between Discounted Receivables Balance (as calculated by treating any past due Scheduled Payments thereon as if such cancelled payments were due on the date of such calculation) of such Series Receivable, whereupon, in either case, (a) the Series Receivable being replaced or repurchased shall cease to be a "Series Receivable" and, in the case of clause (x), any such new Receivable shall become a "Series Receivable" for such Series (it being agreed that the incorrectness of any such representation or warranty, and replacement invoices the substitution or repurchase obligation of the Seller pursuant to this clause (iii) resulting therefrom, shall in each case, be determined without giving effect to any limitation on the Originator must make "knowledge," "best of knowledge" or other similar limitation on the Originator Dilution Adjustment Payment, knowledge of the Issuer contained in any such representation or warranty) and (b) the Trustee shall release such affected Series Receivable from the lien of the Trustee effected pursuant to the PurchaserGranting Clause and pursuant to the applicable Supplement (and shall, at the Issuer's expense, execute and deliver to the Issuer all necessary UCC releases and other releases in respect thereof); and (iv) the Issuer may (but shall not be obligated) from time to time to, add to the Series Receivables of any Series additional Scheduled Payments due under the Settlement Agreement (but not previously included in the Pledged Assets) relating to any Receivable of such Series which became a Defaulted Receivable pursuant to clause (e) of the definition thereof (whether or not such Defaulted Receivable has since been Rehabilitated), in an amount equal substitution for (and in consideration of) any diverted Scheduled Payment originally included as part of such Series Receivable, which additional Scheduled Payments shall be described on a List of Receivables delivered to the full Trustee, whereupon, such new Scheduled Payments shall become part of the "Series Receivables" for such Series; provided that, for all purposes hereunder, any such Receivable which was a Defaulted Receivable prior to such extension, adjustment or modification shall remain a Defaulted Receivable until the same shall have been otherwise Rehabilitated; and it is further understood, agreed and acknowledged that certain of the Settlements provide that they may be prepaid upon the death of the Claimant and that such prepayment may be discounted into a present value of in accordance with a formula set forth in the related Settlement Agreement or the related Annuity Contract (any such cancelled invoice pursuant to Clause 2.7Settlement being a "Commutable Settlement").