Common use of Deemed Collections Clause in Contracts

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit as a result of Dilution or for any other reason, including pursuant to the Conditional Service Guaranty (other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b); (iv) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (A) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer set forth in Section 6.02(t) were untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, the amount of such reduction, set-off, offset, netting, special refund, credit or cancellation; in the case of clause (ii) above, the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r). Collections deemed received by the Borrower under this Section 3.02(a) are herein referred to as “Deemed Collections”. To the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required to be deposited in the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such Deemed Collections, subject to any permitted netting, to the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms of the Sale Agreement.

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund is: (A) reduced or credit cancelled as a result of Dilution, MTM Lease Dilution or SCC Dilution, as applicable; and (B) less than the amount included in calculating the Net Portfolio Balance for the Receivable Pool relating to such Receivable for purposes of any Information Package (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligorrespect to such Pool Receivable); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable or in respect of any ISC Upgradeable Receivable, the ISC Upgrade Program, or in respect of any Lease Upgradeable Receivable, the Lease Upgrade Program) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b) or in connection with an Extended Lease Period); (iviii) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date;; or (Aiv) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer any Seller set forth in Section 6.02(t6.1(n) were untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower Sellers shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject the Sellers shall pay to the proviso below, Administrative Agent (for the Borrower shall cause to be deposited to Purchaser Agents) on the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the next Settlement Date immediately succeeding such Settlement (or during the Liquidation Period or after the occurrence of an Event of Termination Termination, a Collection Control Event, or a Non-Reinvestment Event that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, in the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance (as determined immediately prior to the applicable event) and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; for the related Receivable Pool or, in the case of clause with respect to clauses (ivii) and (iii) above, in the amount that such extension extension, amendment, modification, or waiver affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (viv) above, in the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r). Collections deemed received by the Borrower Sellers under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To If the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required in respect of any Pool Receivable relating to be deposited a Receivable Pool is determined as provided in clause (2) above, upon the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount deemed payment of such Deemed Collections, subject the portion of the RPA Deferred Purchase Price relating to such Pool Receivable shall be deemed to be fully satisfied and discharged, without any further action on the part of any Person. Notwithstanding anything to the contrary set forth herein (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a), 7.6(b), and 8.2(b)), neither the Servicer nor any Seller shall permit any Obligor with respect to an ISC Receivable, a Lease Receivable, or an MTM Lease Receivable to extend, amend, terminate, waive, or otherwise modify the related ISC Contract, the related Lease Contract, the ISC Upgrade Program, or in the case of Lease Receivables, the Lease Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable, such Lease Receivable or such MTM Lease Receivable unless prior to any permitted nettingsuch extension, amendment, termination, waiver, or modification a corresponding Deemed Collection payment equal to the Payment Account for application as Collections amount of such reduction in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms respect of the Sale Agreementrelated Pool Receivable is made in connection therewith.

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit as a result of Dilution or for any other reason, including pursuant to the Conditional Service Guaranty (other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy Policy) as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such any Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed as set forth in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b); (iv) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (v) (A) any of the representations or warranties of the Borrower Seller set forth in clauses (j) or (n) or (bb) of Section 6.01 6.1 or the Servicer set forth in Section 6.02(t6.2(t) were untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings Trigger ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject the Seller shall, unless such amounts are permitted to be netted as provided below, pay to the proviso below, the Borrower shall cause to be deposited to the Payment Account, Collateral Agent’s Account by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT Seller or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer Collateral Agent pursuant to Section 3.01(d3.1(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, the amount of such reduction, set-off, offset, netting, special refund, credit or cancellation; in the case of clause (ii) above, the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, SK 28677 0004 8417431 v39 the Borrower Seller and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower Seller pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] 20% of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower Seller has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent)’s Account, in accordance with and pursuant to this Section 3.023.2, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower Seller and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Collateral Agent’s Account, and upon such repurchase, the portion of the RPA Deferred Purchase Price relating to such Pool Receivable shall be deemed to be fully satisfied and discharged, without any further action on the part of any Person; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r10.1(q). Collections deemed received by the Borrower Seller under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To the extent no Pool Deficiency Amount would result therefrom, the Borrower Seller may, at its option, net the amount of Deemed Collections required to be deposited in the Payment Collateral Agent’s Account prior to any Settlement Date, from the amount of Collections scheduled to be the RPA Deferred Purchase Price payable to the Borrower Seller on such the next Settlement Date pursuant to Section 3.01(d)(x). If on any day after the Originator is required to make a cash due date of payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such Deemed Collections, subject to any permitted netting, to the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms of the Sale Agreementby Seller hereunder.

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Transferred Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit as a result of Dilution or for any other reason, including pursuant to the Conditional Service Guaranty (other than solely as a result of such Pool Transferred Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy Policy, as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Transferred Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such any Information Package; (iii) any Pool Transferred Receivable (or the terms of any related Contract governing such Pool Transferred Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed as set forth in clause (iv) below) below or as expressly permitted under Section 8.02(b8.2(b) of the Receivables Purchase Agreement); (iv) the due date for payment of any Pool Transferred Receivable is extended to a date that is more than thirty (30) days after such Pool Transferred Receivable’s original due date; (A) any of the representations or warranties of the Borrower Originator set forth in clauses (jc), (o) or (n) or (bbp) of Section 6.01 or the Servicer set forth in Section 6.02(t) 4.2 were untrue when made with respect to any Pool Transferred Receivable, or (B) if the Level 1 Ratings Trigger ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is in effect, any Pool Transferred Receivable is a Conditional Service Guaranty Receivable; or; (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower Originator shall be deemed to have received a Collection of such Pool Transferred Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject the Originator shall, unless such amounts are permitted to be netted as provided below, pay to the proviso below, the Borrower shall cause to be deposited Buyer (by remitted such amounts in immediately available funds directly to the Payment Collateral Agent’s Account), by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT Originator or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) Collection for application SK 28677 0004 8422003 v14 by the Servicer Collateral Agent pursuant to Section 3.01(d3.1(d) as provided in this Agreement the Receivables Purchase Agreement, an amount equal to: (1) in the case of clause (i) above, the amount of such reduction, set-off, offset, netting, special refund, credit or cancellation; in the case of clause (ii) above, the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Transferred Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Transferred Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADTthe Originator, the Borrower Buyer and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower Originator pursuant to this clause 1 in respect of any Pool Transferred Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Transferred Receivable or Pool Transferred Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is or was in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] 20% of the Financed Unpaid Balance of the applicable Pool Transferred Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, continuing in the event the Borrower Originator has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent)’s Account, in accordance with and pursuant to this Section 3.023.2 and the Receivables Purchase Agreement, such Pool the related Transferred Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower Originator and shall be automatically released from transferred by the security interest of Buyer to the Collateral Agent Originator upon such payment in full or deemed payment of such Deemed Collections to the Payment Collateral Agent’s Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Transferred Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Transferred Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r)10.1(q) of the Receivables Purchase Agreement. The Originator shall pay all Deemed Collections, to the Buyer by remitting the amount of such Deemed Collections in immediately available funds directly into the Collateral Agent’s Account. Collections deemed received by the Borrower Originator under this Section 3.02(a) 3.2 are herein referred to as SK 28677 0004 8422003 v14 “Deemed Collections”. To the extent no Pool Deficiency Amount would result therefromthe Buyer, under and in accordance with the Receivables Purchase Agreement elects to net the amount of Deemed Collections (as defined therein) required to be deposited by the Buyer thereunder prior to any Settlement Date, the Borrower may, at its option, net Originator may reduce the amount of Deemed Collections required to be deposited in the Payment Account prior paid hereunder by an amount equal to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such Deemed Collections, subject to any permitted netting, to the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms of the Sale Agreementnetted amounts.

Deemed Collections. (a) If on any day: (i) the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or cancelled as a result of Dilution; and (B) less than the amount included in calculating the Net Portfolio Balance in respect of any Receivable Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit for purposes of any Information Package (for any reason other than as a result of Dilution or for any other reason, including pursuant to the Conditional Service Guaranty (other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligorrespect to such Receivable); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable or in respect of any ISC Upgrade Receivable, the Upgrade Program) is extended, amended, waived, waived or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b) of the Receivables Purchase Agreement); (iviii) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) 30 days after such Pool Receivable’s original due date; (Aiv) there is discovered a breach of any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer any Originator set forth in Section 6.02(t4.2(p) were untrue when made with respect to any Pool Receivable, or (B) if Receivable as of the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivabledate of its transfer hereunder; or (viv) during a Settlement Period, any Collection Agent Fee is paidReceivable becomes an Aged Receivable, including by setoff, offset or reduction but only to the extent that the aggregate Unpaid Balance of any Collectionsall Receivables that became Aged Receivables during such Settlement Period does not exceed 8.00% of the aggregate initial Unpaid Balance of Receivables conveyed hereunder during such Settlement Period; then, on such day, the Borrower Originator that originated such Receivable or that made such representation or warranty, as the case may be, shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal toReceivable: (1) in the case of clause (i) above, in the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance (as determined immediately prior to the applicable event) and the amount included to represent such amount in respect of such Pool Receivable in calculating the applicable Net Portfolio Balance in such Information Package; or, with respect to clauses (ii) and (iii) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of the applicable Administrative Agent, as applicable; (2) in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect); or (3) in the case of clause (viv) above, in the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed entire Unpaid Balance of the applicable Pool relevant Aged Receivable as determined immediately and the related Buyer shall convey to the Originator such Aged Receivables on such day and prior to the payment of such Collection Agent Feetheir being written off as uncollectible; provided, however, that so long as no Event of Termination or Unmatured Event of Termination such conveyance by the Buyer shall have occurred and be continuing, in the event the Borrower occur unless such Receivable has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed been repurchased by the Borrower and shall be automatically released Buyer from the security interest of the Collateral Agent upon such payment in full pursuant to Section 1.4 of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r)Receivables Purchase Agreement. Collections deemed received by the Borrower any Originator under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To Notwithstanding anything to the extent no Pool Deficiency Amount would result therefromcontrary set forth herein or any Transaction Documents (including, the Borrower maywithout limitation, at its optionSections 3.2(a)(ii), net the amount of Deemed Collections required to be deposited 7.3(b), 7.6(a), 7.6(b) and 8.2(b) in the Payment Account Receivables Purchase Agreement), neither the Servicer nor any Originator shall permit any Obligor with respect to an ISC Receivable to extend, amend, terminate, waive or otherwise modify the related ISC Contract or the Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable unless prior to any Settlement Datesuch extension, from the amount of Collections scheduled amendment, termination, waiver or modification a corresponding Deemed Collection payment equal to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such reduction in respect of the related Pool Receivable is made in connection therewith. (b) Not later than the first Business Day after any Originator is deemed to have received a Deemed CollectionsCollection pursuant to Section 3.2(a)(i)-(iv), subject such Originator shall transfer an amount equal to any permitted netting, such Deemed Collection to the Payment Account its Related Buyer in immediately available funds for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms Receivables Purchase Agreement. Deemed Collections under Section 3.2(a)(v) with respect to Aged Receivables shall be settled on the first Settlement Date to occur after the end of such Settlement Period through a dollar-for-dollar decrease in (i) deferred payments of the Sale AgreementPurchase Price otherwise payable hereunder, (ii) distributions in respect of the Originator’s equity in the related Buyer and/or (iii) in the cash portion of the Purchase Prices for Receivables sold hereunder.

Deemed Collections. (a) If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund originated by any Originator is: (A) reduced or credit cancelled as a result of Dilution or Dilution; and (B) less than the amount included in calculating the Net Portfolio Balance in respect of any Receivable Pool for purposes of any Information Package (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligorrespect to such Receivable); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable or in respect of any ISC Upgrade Receivable, the ISC Upgrade Program or in respect of any Lease Upgrade Receivable, the Lease Upgrade Program) is extended, amended, waived, waived or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b) of the Receivables Purchase Agreement); (iviii) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) 30 days after such Pool Receivable’s original due date; (Aiv) there is discovered a breach of any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer any Originator set forth in Section 6.02(t4.2(p) were untrue when made with respect to any Pool Receivable, or (B) if Receivable as of the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivabledate of its transfer hereunder; or (viv) during a Settlement Period, any Collection Agent Fee is paidSCC Receivable or Lease Receivable becomes an Aged Receivable, including by setoffbut only to the extent that the aggregate Unpaid Balance of all Receivables that became Aged Receivables during such Settlement Period does not exceed 8.00% of the aggregate initial Unpaid Balance of Receivables relating to the SCC Receivable Pool or the Lease Receivable Pool, offset or reduction of any Collectionsas applicable, conveyed hereunder during such Settlement Period; then, on such day, the Borrower Originator that originated such Receivable or that made such representation or warranty, as the case may be, (or in the case of (i), (ii) or (iii) above with respect to a Lease Receivable, the Servicer) shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal toReceivable: (1) in the case of clause (i) above, in the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance (as determined immediately prior to the applicable event) and the amount included to represent such amount in respect of such Pool Receivable in calculating the applicable Net Portfolio Balance in such Information Package; or, with respect to clauses (ii) and (iii) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of the applicable Administrative Agent, as applicable; (2) in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect); or (3) in the case of clause (viv) above, in the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed entire Unpaid Balance of the applicable Pool relevant Aged Receivable as determined immediately and the related SPE shall, if so requested by the Originator, convey to the Originator such Aged Receivables on such day and prior to the payment of such Collection Agent Feetheir being written off as uncollectible; provided, however, that so long as no Event of Termination or Unmatured Event of Termination such conveyance by the SPE shall have occurred and be continuing, in the event the Borrower occur unless such Receivable has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed been repurchased by the Borrower and shall be automatically released SPE from the security interest of the Collateral Agent upon such payment in full pursuant to Section 1.4 of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r)Receivables Purchase Agreement. Collections deemed received by the Borrower any Originator under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To Notwithstanding anything to the extent no Pool Deficiency Amount would result therefromcontrary set forth herein or any Transaction Documents (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a), 7.6(b) and 8.2(b) in the Receivables Purchase Agreement), neither the Servicer nor any Originator shall permit any Obligor with respect to an ISC Receivable or a Lease Receivable to extend, amend, terminate, waive or otherwise modify the related ISC Contract, the Borrower mayrelated Lease Contract, at its option, net the amount ISC Upgrade Program or the Lease Upgrade Program in a manner that reduces the Unpaid Balance of Deemed Collections required to be deposited in the Payment Account such ISC Receivable or such Lease Receivable unless prior to any Settlement Datesuch extension, from the amount of Collections scheduled amendment, termination, waiver or modification a corresponding Deemed Collection payment equal to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such reduction in respect of the related Pool Receivable is made in connection therewith. (b) Not later than the first Business Day after any Originator is deemed to have received a Deemed CollectionsCollection pursuant to Section 3.2(a)(i)-(iv), subject such Originator shall transfer an amount equal to any permitted netting, such Deemed Collection to the Payment Account its Related SPE in immediately available funds for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms Receivables Purchase Agreement. Deemed Collections under Section 3.2(a)(v) with respect to Aged Receivables shall be settled on the first Settlement Date to occur after the end of such Settlement Period through a dollar-for-dollar decrease in (i) deferred payments of the Sale AgreementPurchase Price otherwise payable hereunder, (ii) distributions in respect of the Originator’s equity in the related SPE and/or (iii) in the cash portion of the Purchase Prices for Receivables sold hereunder.

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund is: (A) reduced or credit cancelled as a result of Dilution or Dilution; and (B) less than the amount included in calculating the Net Portfolio Balance for the Receivable Pool relating to such Receivable for purposes of any Information Package (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligorrespect to such Pool Receivable); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable or in respect of any ISC Upgrade Receivable, the ISC Upgrade Program or in respect of any Lease Upgrade Receivable, the Lease Upgrade Program) is extended, amended, waived, waived or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b)); (iviii) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date;; or (Aiv) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer any Seller set forth in Section 6.02(t6.1(n) were untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower Sellers shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject the Sellers shall pay to the proviso below, applicable Administrative Agent (for the Borrower shall cause to be deposited to Purchaser Agents) on the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the next Settlement Date immediately succeeding such Settlement (or during the Liquidation Period or after the occurrence of an Event of Termination Termination, a Collection Control Event or a Non-Reinvestment Event that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, in the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance (as determined immediately prior to the applicable event) and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance for the related Receivable Pool or, with respect to clauses (ii) and (iii) above, in the amount that such Information Packageextension, amendment, modification or waiver affects the Unpaid Balance of the related Pool Receivable in the sole determination of the applicable Administrative Agent, as applicable; or, (2) in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r). Collections deemed received by the Borrower Sellers under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To If the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required in respect of any Pool Receivable relating to be deposited a Receivable Pool is determined as provided in clause (2) above, upon the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount deemed payment of such Deemed Collections, subject the portion of the RPA Deferred Purchase Price relating to such Pool Receivable shall be deemed to be fully satisfied and discharged, without any further action on the part of any Person. Notwithstanding anything to the contrary set forth herein (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a) and 7.6(b) and 8.2(b)), neither the Servicer nor any Seller shall permit any Obligor with respect to an ISC Receivable or a Lease Receivable to extend, amend, terminate, waive or otherwise modify the related ISC Contract, the related Lease Contract, the ISC Upgrade Program or the Lease Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable or such Lease Receivable unless prior to any permitted nettingsuch extension, amendment, termination, waiver or modification a corresponding Deemed Collection payment equal to the Payment Account for application as Collections amount of such reduction in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms respect of the Sale Agreementrelated Pool Receivable is made in connection therewith.

Deemed Collections. (a) If on any day: (i) day the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund originated by any Originator is: (A) reduced or credit adjusted as a result of Dilution any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Originator or any Affiliate of any Originator, or any setoff, counterclaim or dispute between any Originator or any Affiliate of any Originator, and an Obligor, (B) less than the amount included in calculating the Net Pool Balance for purposes of any Information Package or Interim Report (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy respect to such Receivable), or insolvency of the related Obligor (C) extended, amended or a otherwise modified or waived or any payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (term or the terms condition of any related Contract governing such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, waived (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b); (iv9.02(a) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (A) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer set forth in Section 6.02(t) were untrue when made with respect to any Pool ReceivableReceivables Purchase Agreement), or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower such Originator shall be deemed to have received a Collection of such Pool Receivable andReceivable, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with and the amount included in respect to which of such extensionReceivable in calculating such Net Pool Balance or, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (viC) above, in the amount by which that such Collection Agent Fee exceeds extension, amendment, modification or waiver affects the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool such related Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount sole determination of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r)Required Purchasers. Collections deemed received by the Borrower any Originator under this Section 3.02(a) are herein referred to as “Deemed Collections”. To . (b) Any Deemed Collections shall be applied as a credit for the extent 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 Pool Deficiency Amount would result therefrompurchases of Receivables from such Originator (or insufficiently large purchases of 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 Borrower may, at its option, net the amount of Deemed Collections required such credit, shall be transferred to be deposited a Collection Account in the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) immediately available funds in the amount of such Deemed Collections, Collections on such Monthly Settlement Date subject to the following proviso; provided, further, that at any permitted nettingtime (i) an Amortization Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing or (ii) on or after the Purchase and Sale Termination Date or any Seller Obligations Final Due Date, any Deemed Collection shall be transferred to a Collection Account in immediately available funds in the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay amount of such Deemed Collections immediately (and in accordance with no event more than one Business Day) following the terms of the Sale Agreementevent giving rise to such Deemed Collections.

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit is (A) reduced as a result of Dilution any defective, rejected or for returned merchandise or services, any other reasoncash discount, including pursuant to the Conditional Service Guaranty or any adjustment by any Originator, any Seller Party or any Affiliate of any thereof, (other than solely B) reduced or cancelled as a result of a setoff in respect of any claim by the Obligor thereof against any Originator, any Seller Party or any Affiliate of any thereof (whether such Pool Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy as a result claim arises out of the bankruptcy same or insolvency a related or an unrelated transaction), or (C) reduced on account of the obligation of any Originator or any Seller Party to pay to the related Obligor any rebate or a payment default of the related Obligor);refund, or (iiD) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Pool Balance for purposes of such any Information Package;, Weekly Information Package or Daily Information Package (for any reason other than such Receivable becoming a Defaulted Receivable), or (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b); (iv) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (Aii) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer Seller set forth in Section 6.02(t6.01(l) or (p) were untrue not true when made with respect to any Pool Receivable, or (Bany of the representations or warranties of Seller set forth in Section 6.01(l) if the Level 1 Ratings Trigger is in effect, are no longer true with respect to any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower Seller shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to:Receivable (1I) in the case of clause (i) above, in the amount of such reductionreduction or cancellation or the difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, set-off, offset, netting, special refund, credit or cancellationas applicable; and (II) in the case of clause (ii) above, the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r). Collections deemed received by the Borrower Seller under this Section 3.02(a) are herein referred to as “"Deemed Collections”. To the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required to be deposited in the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such Deemed Collections, subject to any permitted netting, to the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms of the Sale Agreement".

Deemed Collections. If on any day: (i) day the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit reduced as a result of Dilution any dispute or for complaint, any other reasoncash discount, including pursuant to or any adjustment by Borrower, the Conditional Service Guaranty (other than solely applicable Originator or Servicer or any Affiliate of Borrower, the applicable Originator or Servicer, or reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against Borrower, the applicable Originator or any Affiliate of Borrower or the applicable Originator (whether such Pool Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy as a result claim arises out of the bankruptcy same or insolvency a related or an unrelated transaction), or reduced on account of the obligation of Borrower or any Affiliate of Borrower or the applicable Originator to pay to the related Obligor any rebate or a payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is refund, or less than the amount included to represent such amount as of such date in calculating the Net Portfolio Pool Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable) is extended, amended, waivedSettlement Statement, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b); (iv) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (A) any of the representations or warranties of the Borrower set forth in clauses (jSection 6.01(l) or (n) or (bb) of Section 6.01 or the Servicer set forth in Section 6.02(tp) were untrue not true when made with respect to any Eligible Receivable that is a Pool Receivable or any Pool Receivable represented to be an Eligible Receivable, or any of the representations or warranties of Borrower set forth in Section 6.01(l) are no longer true with respect to any Eligible Receivable that is a Pool Receivable, or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty becomes an Adverse Determination Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; . then, on such day, in the case of clauses (i) and (ii) above and in the case of clause (iii) above upon demand of the Lender in its sole discretion, within three Business Days after notice has been given to the Lender by the Borrowers or by the Lender to the Borrower of any Adverse Determination or at the end of the related applicable Yield Periods, Borrower shall be deemed to have received a Collection (such Collection, a "Deemed Collection") of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, in the amount of such reductionreduction or cancellation or the difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, set-off, offset, netting, special refund, credit or cancellationas applicable; in the case of clause (ii) above, in the difference between amount of the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information PackageReceivable; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, in the amount of the entire Financed Unpaid Balance of the relevant such Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effectReceivable; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event On any day the Borrower has paid is deemed to have received a Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and Collection pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r). Collections deemed received by the Borrower under this Section 3.02(a) are herein referred to as “Deemed Collections”. To the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required to be deposited in the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement3.04, the Borrower shall deposit (or cause the Originator to deposit) the amount of such Deemed Collections, subject to any permitted netting, to Collection in the Payment Collection Account for application as Collections in accordance with Section 3.01(d). The Borrower this Article III; and In the event that any Indemnified Party shall promptly enforce the Originator’s obligations incur or expects to pay Deemed Collections in accordance with the terms incur any demonstrable loss or expense as a result of the Sale Agreement.redeployment of amounts received pursuant to clause iii of

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund is: (A) reduced or credit cancelled as a result of Dilution or Dilution; and (B) less than the amount included in calculating the Net Portfolio Balance for the Receivable Pool relating to such Receivable for purposes of any Information Package (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligorrespect to such Pool Receivable); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable or in respect of any ISC Upgradeable Receivable, the ISC Upgrade Program or in respect of any Lease Upgradeable Receivable, the Lease Upgrade Program) is extended, amended, waived, waived or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b)); (iviii) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date;; or (Aiv) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer any Seller set forth in Section 6.02(t6.1(n) were untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower Sellers shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject the Sellers shall pay to the proviso below, applicable Administrative Agent (for the Borrower shall cause to be deposited to Purchaser Agents) on the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the next Settlement Date immediately succeeding such Settlement (or during the Liquidation Period or after the occurrence of an Event of Termination Termination, a Collection Control Event or a Non-Reinvestment Event that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, in the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance (as determined immediately prior to the applicable event) and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance for the related Receivable Pool or, with respect to clauses (ii) and (iii) above, in the amount that such Information Packageextension, amendment, modification or waiver affects the Unpaid Balance of the related Pool Receivable in the sole determination of the applicable Administrative Agent, as applicable; or, (2) in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r). Collections deemed received by the Borrower Sellers under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To If the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required in respect of any Pool Receivable relating to be deposited a Receivable Pool is determined as provided in clause (2) above, upon the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount deemed payment of such Deemed Collections, subject the portion of the RPA Deferred Purchase Price relating to such Pool Receivable shall be deemed to be fully satisfied and discharged, without any further action on the part of any Person. Notwithstanding anything to the contrary set forth herein (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a) and 7.6(b) and 8.2(b)), neither the Servicer nor any Seller shall permit any Obligor with respect to an ISC Receivable or a Lease Receivable to extend, amend, terminate, waive or otherwise modify the related ISC Contract, the related Lease Contract, the ISC Upgrade Program or the Lease Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable or such Lease Receivable unless prior to any permitted nettingsuch extension, amendment, termination, waiver or modification a corresponding Deemed Collection payment equal to the Payment Account for application as Collections amount of such reduction in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms respect of the Sale Agreementrelated Pool Receivable is made in connection therewith.

Deemed Collections. (a) If on any day: (i) day the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund originated by any Originator is: (A) reduced or credit adjusted as a result of Dilution any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Originator or any Affiliate of any Originator, or any setoff, counterclaim or dispute between any Originator or any Affiliate of any Originator, and an Obligor, (B) less than the amount included in calculating the Net Pool Balance for purposes of any Information Package or Interim Report (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy respect to such Receivable), or insolvency of the related Obligor (C) extended, amended or a otherwise modified or waived or any payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (term or the terms condition of any related Contract governing such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, waived (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b); (iv9.02(a) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (A) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer set forth in Section 6.02(t) were untrue when made with respect to any Pool ReceivableLoan and Security Agreement), or (B) if the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower such Originator shall be deemed to have received a Collection of such Pool Receivable andReceivable, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with and the amount included in respect to which of such extensionReceivable in calculating such Net Pool Balance or, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (viC) above, in the amount by which that such Collection Agent Fee exceeds extension, amendment, modification or waiver affects the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed Unpaid Balance of the applicable Pool such related Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount sole determination of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r)Required Lenders. Collections deemed received by the Borrower any Originator under this Section 3.02(a) are herein referred to as “Deemed Collections”. To . (b) Any Deemed Collections shall be applied as a credit for the extent 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 Pool Deficiency Amount would result therefrompurchases of Receivables from such Originator (or insufficiently large purchases of 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 Borrower may, at its option, net the amount of Deemed Collections required such credit, shall be transferred to be deposited a Continuing Collection Account in the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) immediately available funds in the amount of such Deemed Collections, Collections on such Monthly Settlement Date subject to the following proviso; provided, further, that at any permitted nettingtime on or after the Purchase and Sale Termination Date, any Deemed Collection shall be transferred to a Continuing Collection Account in immediately available funds in the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay amount of such Deemed Collections immediately (and in accordance with no event more than one Business Day) following the terms of the Sale Agreementevent giving rise to such Deemed Collections.

Deemed Collections. (a) If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject originated by any Originator (or assigned or transferred to set-off, offset, netting, special refund an Originator from an ISC Dealer with respect to any ISC Dealer Receivable) is: (A) reduced or credit cancelled as a result of Dilution, MTM Lease Dilution or SCC Dilution, as applicable; and (B) less than the amount included in calculating the Net Portfolio Balance in respect of any Receivable Pool for purposes of any Information Package (for any other reason, including pursuant to the Conditional Service Guaranty (reason other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance or due to the application of Collections received with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligorrespect to such Receivable); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable) is extended, amended, waived, waived or otherwise modified or adjusted without the prior written consent of the Administrative Agent, (except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b8.2(b) of the Receivables Purchase Agreement or in connection with an Extended Lease Period); (iviii) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) 30 days after such Pool Receivable’s original due date; (Aiv) there is discovered a breach of any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer any Originator set forth in Section 6.02(t4.2(p) were untrue when made with respect to any Pool Receivable, or (B) if Receivable as of the Level 1 Ratings Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivabledate of its transfer hereunder; or (viv) during a Settlement Period, any Collection Agent Fee is paidSCC Receivable, including by setoffLease Receivable, offset or reduction MTM Lease Receivable becomes an Aged Receivable, but only to the extent that the aggregate Unpaid Balance of any Collectionsall Receivables that became Aged Receivables during such Settlement Period does not exceed 8.00% of the aggregate initial Unpaid Balance of Receivables relating to the SCC Receivable Pool, the Lease Receivable Pool, or the MTM Lease Receivable Pool, as applicable, conveyed hereunder during such Settlement Period; then, on such day, the Borrower Originator that originated such Receivable (or was assigned or transferred such Receivable from an ISC Dealer with respect to any ISC Dealer Receivable) or that made such representation or warranty, as the case may be, (or in the case of (i), (ii) or (iii) above with respect to a Lease Receivable or an MTM Lease Receivable, the Servicer, as applicable) shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal toReceivable: (1) in the case of clause (i) above, in the amount of such reduction, set-off, offset, netting, special refund, credit reduction or cancellation; in the case of clause (ii) above, cancellation or the difference between the actual Financed Unpaid Balance (as determined immediately prior to the applicable event) and the amount included to represent such amount in respect of such Pool Receivable in calculating the applicable Net Portfolio Balance in such Information Package; or, with respect to clauses (ii) and (iii) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of the Administrative Agent, as applicable; (2) in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect); or (3) in the case of clause (viv) above, in the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] of the Financed entire Unpaid Balance of the applicable Pool relevant Aged Receivable as determined immediately and the related SPE shall, if so requested by the Originator, convey to the Originator such Aged Receivables on such day and prior to the payment of such Collection Agent Feetheir being written off as uncollectible; provided, however, that so long as no Event of Termination or Unmatured Event of Termination such conveyance by the SPE shall have occurred and be continuing, in the event the Borrower occur unless such Receivable has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed been repurchased by the Borrower and shall be automatically released SPE from the security interest of the Collateral Agent upon such payment in full pursuant to Section 1.4 of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r)Receivables Purchase Agreement. Collections deemed received by the Borrower any Originator under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To Notwithstanding anything to the extent no Pool Deficiency Amount would result therefromcontrary set forth herein or any Transaction Documents (including, without limitation, Sections 3.2(a)(ii), 7.3(b), 7.6(a), 7.6(b) and 8.2(b) in the Receivables Purchase Agreement), neither the Servicer nor any Originator shall permit any Obligor with respect to an ISC Receivable, a Lease Receivable, or an MTM Lease Receivable to extend, amend, terminate, waive, or otherwise modify the related ISC Contract, the Borrower mayrelated Lease Contract, at its optionthe ISC Upgrade Program, net the amount of Deemed Collections required to be deposited or in the Payment Account case of Lease Receivables, the Lease Upgrade Program in a manner that reduces the Unpaid Balance of such ISC Receivable, such Lease Receivable or such MTM Lease Receivable unless prior to any Settlement Datesuch extension, from the amount of Collections scheduled amendment, termination, waiver, or modification a corresponding Deemed Collection payment equal to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such reduction in respect of the related Pool Receivable is made in connection therewith. (b) Not later than the first Business Day after any Originator is deemed to have received a Deemed CollectionsCollection pursuant to Section 3.2(a)(i)-(iv), subject such Originator shall transfer an amount equal to any permitted netting, such Deemed Collection to the Payment Account its Related SPE in immediately available funds for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms Receivables Purchase Agreement. Deemed Collections under Section 3.2(a)(v) with respect to Aged Receivables shall be settled on the first Settlement Date to occur after the end of such Settlement Period through a dollar-for-dollar decrease in (i) deferred payments of the Sale AgreementPurchase Price otherwise payable hereunder, (ii) distributions in respect of the Originator’s equity in the related SPE and/or (iii) in the cash portion of the Purchase Prices for Receivables sold hereunder.

Deemed Collections. If on any day: (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled, subject to set-off, offset, netting, special refund or credit as a result of Dilution or for any other reason, including pursuant to the Conditional Service Guaranty (other than solely as a result of such Pool Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy as a result of the bankruptcy or insolvency of the related Obligor or a payment default of the related Obligor); (ii) the actual Financed Unpaid Balance of any Pool Receivable as of the relevant determination date in any Information Package is less than the amount included to represent such amount as of such date in calculating the Net Portfolio Balance for purposes of such Information Package; (iii) any Pool Receivable (or the terms of any related Contract governing such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted without the prior written consent of the Administrative Agent, except for extensions (which are separately addressed in clause (iv) below) or as expressly permitted under Section 8.02(b); (iv) the due date for payment of any Pool Receivable is extended to a date that is more than thirty (30) days after such Pool Receivable’s original due date; (A) any of the representations or warranties of the Borrower set forth in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer set forth in Section 6.02(t) were untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings Trigger ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or (vi) any Collection Agent Fee is paid, including by setoff, offset or reduction of any Collections; then, on such day, the Borrower shall be deemed to have received a Collection of such Pool Receivable and, in respect of such Collections deemed received during any Settlement Period, and subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above, after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such Settlement Period or after the occurrence of an Event of Termination that remains continuing, within one (1) Business Day from the event giving rise to such Deemed Collection) for application by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to: (1) in the case of clause (i) above, the amount of such reduction, set-off, offset, netting, special refund, credit or cancellation; in the case of clause (ii) above, the difference between the actual Financed Unpaid Balance and the amount included to represent such amount in respect of such Pool Receivable in calculating the Net Portfolio Balance in such Information Package; or, in the case of clause (iv) above, in the amount that such extension affects the Financed Unpaid Balance of the related Pool Receivable in the sole determination of the Administrative Agent, as applicable, by notice to ADT, the Borrower and the Servicer; provided, that the aggregate amount of Deemed Collections paid by the Borrower pursuant to this clause 1 in respect of any Pool Receivable shall not exceed its Financed Unpaid Balance; or (2) in the case of clause (iii) or (v) above, the amount of the entire Financed Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such extension, amendment, waiver, or modification occurs or such representations or warranties were or are untrue, or from and after the date of the Level 1 Ratings Trigger which constitutes or constituted a Conditional Service Guaranty Receivable while the Level 1 Ratings Trigger is in effect; or (3) in the case of clause (vi) above, the amount by which such Collection Agent Fee exceeds the lesser of (i) the ordinary course and customary collection fees and expenses payable to Collection Agents by the Servicer and consistent with its past practices as reasonably demonstrated by the Servicer to the Administrative Agent, and (ii) an amount equal to [REDACTED] 20% of the Financed Unpaid Balance of the applicable Pool Receivable as determined immediately prior to the payment of such Collection Agent Fee; provided, that so long as no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets thereof shall be deemed repurchased by the Borrower and shall be automatically released from the security interest of the Collateral Agent upon such payment in full of such Deemed Collections to the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall initiate any amendments to any Pool Receivable or otherwise take any action that would result in a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action shall constitute an Event of Termination under Section 9.01(r9.01(q). Collections deemed received by the Borrower under this Section 3.02(a3.2(a) are herein referred to as “Deemed Collections”. To the extent no Pool Deficiency Amount would result therefrom, the Borrower may, at its option, net the amount of Deemed Collections required to be deposited in the Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(x3.01(d)(ix). If on any day the Originator is required to make a cash payment of Deemed Collections to the Borrower under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the amount of such Deemed Collections, subject to any permitted netting, to the Payment Account for application as Collections in accordance with Section 3.01(d). The Borrower shall promptly enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms of the Sale Agreement.