Common use of Defaulted Receivables Clause in Contracts

Defaulted Receivables. (a) Each of the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement in form and substance substantially similar to Exhibit XVII (each, a “Defaulted Receivables Assignment Agreement”), provided that each of the following conditions precedent have been satisfied with respect to such Defaulted Receivables prior to effectiveness of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”): (i) the Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each of the Defaulted Receivables that are contemplated to be sold, transferred and assigned by the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”), (B) specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than ten (10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into the Collection Account; (vii) solely with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement, the Administrator shall have received a favorable opinion dated on or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment Agreement. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment Agreement.

Defaulted Receivables. If (ax) Each of the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller provides a Credit Default Certification with respect to ABDC an Account Debtor as to which there are any outstanding Purchased Receivables as permitted pursuant to Section 5(c) or (y) any Account Debtor becomes subject to an Assignment Agreement Insolvency Event, all outstanding Purchased Receivables with respect to such Account Debtor (each such Account Debtor, a “Defaulted Account Debtor”) shall be considered “Defaulted Receivables”. Upon the occurrence of an event described in form and substance substantially similar to Exhibit XVII clause (eachx) or (y) (such occurrence, a “Defaulted Receivables Assignment AgreementEvent”), provided ) (it being agreed that each of any Credit Default Certification shall be deemed to be effective upon the following conditions precedent have been satisfied with respect to such Defaulted Receivables prior to effectiveness delivery of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”Credit Default Certification): (i) the Seller (or the Servicer on its behalf) has delivered Maximum Outstanding Purchase Amount shall be reduced by an amount equal to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each Purchase Sublimit of the Defaulted Receivables that are contemplated to be sold, transferred and assigned by the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”Account Debtor(s), (B) specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than ten (10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy of the proposed Defaulted Receivables Assignment Agreement;, (ii) as of both all Collections on or with respect to the delivery date of such Defaulted Receivables Certificate shall be distributed ratably to the Buyers in accordance with their respective Pro Rata Shares promptly upon receipt and identification thereof by the proposed effective date of such Defaulted Receivables Assignment AgreementSeller or Servicer, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event;and (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered Buyer Amount Balance shall be reduced by counsel an amount equal to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance Purchase Amount of all the Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC Receivables. In addition to the Seller for such Subject Defaulted Receivables foregoing, the Administrative Agent may (A) constitutes the fair market value of such Subject Defaulted Receivables as and, upon direction of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into Required Buyers, the Collection Account; (vii) solely Administrative Agent shall), with respect to the first such sale Defaulted Receivables, elect to enforce on behalf of Defaulted Receivables from itself and the Seller all remedies and take such actions against the Defaulted Account Debtor as the Administrative Agent deems necessary to ABDC pursuant collect the Defaulted Receivables. In connection with any such enforcement by the Administrative Agent, the Seller shall provide to the Administrative Agent any information reasonably available to the Seller as may be necessary to enable the Administrative Agent to take such actions, including providing copies of the applicable invoices and legal names and addresses of the applicable Defaulted Account Debtors. Notwithstanding anything to the contrary in this Section 5(d) or otherwise, the occurrence of a Defaulted Receivables Assignment Agreement, the Administrator Event shall have received a favorable opinion dated on not limit Seller’s obligations under Section 5(a) or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii5(b) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment Agreementabove. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment Agreement.

Defaulted Receivables. In the event a Schedule Receivable has not been paid in full by the date that is ten (a10) Each of days after the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement in form and substance substantially similar to Exhibit XVII Expected Remittance Date therefor (each, a “Defaulted Receivables Assignment AgreementReceivable”), provided that each the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and it shall deliver to the following conditions precedent have been satisfied Purchasers by no later than ten (10) days after such Expected Remittance Date, a certification and report (a “Non-Payment Report”) identifying the Defaulted Receivable and the Eligible Buyer thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Defaulted Receivables prior Receivable, or certifying that such cause is unknown. In the event a Scheduled Receivable has not been paid in full by the date that is fifteen (15) days after the Expected Remittance Date therefor and the Non-Payment Report with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Purchasers may in their sole discretion (a) contact such Eligible Buyer by phone or in person to effectiveness discuss the status of such Defaulted Receivables Assignment Agreement (Receivable and to inquire whether such conditionspayment delay or non-payment is due to a Dispute and when payment can be expected, provided it has given the “Defaulted Receivables Assignment Conditions”): (i) the Seller (or Servicer at least five Business Days’ prior notice that it intends to take such action and the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each behalf of the Defaulted Receivables that are contemplated relevant Seller has not elected to be sold, transferred and assigned by repurchase the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”)related Scheduled Receivable, (Bb) specifies take any other lawful action to collect such Scheduled Receivable directly from such Eligible Buyer and to collect any amounts payable under the proposed date Insurance Policy in respect of effectiveness any Insured Receivables and/or (c) terminate the appointment of the Servicer for the servicing of such Scheduled Receivable. If the Eligible Buyer advises the Purchasers of the existence of a Dispute, the Purchasers shall advise the applicable Seller of such Defaulted Receivables Assignment Agreement, Receivable that shall be no earlier than ten (10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches Eligible Buyer has asserted a copy of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into the Collection Account; (vii) solely with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement, the Administrator shall have received a favorable opinion dated on or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment AgreementDispute. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment Agreement.

Defaulted Receivables. (a) Each On the date when any Receivable becomes a Defaulted Receivable, the Issuer shall automatically and without further action sell, transfer, set over, and otherwise convey to the Transferor, without recourse, representation or warranty, free and clear of the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement in form and substance substantially similar to Exhibit XVII (each, a “Defaulted Receivables Assignment Agreement”), provided that each lien of the following conditions precedent have been satisfied Indenture, such Defaulted Receivable and any related Finance Charge Receivables, all Interchange allocable to such Defaulted Receivable, all Insurance Proceeds allocable to such Defaulted Receivable, all rights to payment and amounts due or to become due with respect to all of the foregoing, and all proceeds thereof. On the date any Receivable becomes a Defaulted Receivable, the Transferor shall automatically and without further action assign to the Servicer, for collection purposes, without recourse, representation or warranty, such Defaulted Receivables prior Receivable and any related Finance Charge Receivables. The Servicer shall take appropriate actions to effectiveness of such collect all amounts due with respect to Defaulted Receivables Assignment Agreement assigned to it hereunder (such conditionsincluding any related Finance Charge Receivables), in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Defaulted Receivables, the “Defaulted Receivables Assignment Conditions”): (i) Credit Card Guidelines and the Seller (or terms of this Agreement. Upon collection of any amounts by the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form (net of all applicable fees and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each of the Defaulted Receivables that are contemplated to be sold, transferred and assigned expenses incurred by the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”), (B) specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than ten (10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller Servicer in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreementcollection efforts), the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into the Collection Account; (vii) solely with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement, the Administrator shall have received a favorable opinion dated on or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment Agreement. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest Receivable assigned to it hereunder (including any security interest) in related Finance Charge Receivables), including Insurance Proceeds and to the net proceeds of any sale of any such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest Receivable (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (brelated Finance Charge Receivables), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than Servicer shall deposit such amounts in the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment AgreementCollection Account. Such amounts shall be treated as Recoveries.

Defaulted Receivables. (a) Each of On the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement in form and substance substantially similar to Exhibit XVII (each, date when any Receivable becomes a “Defaulted Receivables Assignment Agreement”), provided that each of the following conditions precedent have been satisfied with respect to such Defaulted Receivables prior to effectiveness of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”): (i) the Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each of the Defaulted Receivables that are contemplated to be sold, transferred and assigned by the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”), (B) specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than ten (10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into the Collection Account; (vii) solely with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement, the Administrator shall have received a favorable opinion dated on or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment Agreement. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator Issuer shall automatically and each without further action sell, transfer, set over, and otherwise convey to the Transferor, without recourse, representation or warranty, free and clear of the Purchasers shall release lien of the Indenture, all of its right, title and interest (including any security interest) of the Issuer in and to such Subject Defaulted Receivable and any related Finance Charge Receivables, all Interchange allocable to such Defaulted Receivable, all Insurance Proceeds allocable to such Defaulted Receivable, all rights to payment and amounts due or to become due with respect to all of the foregoing, and all proceeds thereof. Notwithstanding any provision to the contrary in the Account Ownership Agreement, on the date any Receivable becomes a Defaulted Receivable, the Transferor shall automatically and without further action assign to the Servicer, solely for collection purposes, without recourse, representation or warranty, such Defaulted Receivable and any related Finance Charge Receivables. The Servicer shall take appropriate actions to collect all amounts due with respect to Defaulted Receivables assigned to it hereunder (including any related Finance Charge Receivables), in accordance with its customary and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject usual servicing procedures for servicing credit card receivables comparable to the Defaulted Receivables, the “Subject Defaulted Assets”)Credit Card Guidelines, and the terms of this Agreement. Any sale Upon collection of any amounts by the Seller Servicer (net of all applicable fees and expenses incurred by the Servicer and any other amounts payable to ABDC of Subject the Servicer pursuant to the Account Ownership Agreement in connection with such collection efforts), with respect to any Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest Receivable assigned to it hereunder (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (brelated Finance Charge Receivables), including Insurance Proceeds and none of them is hereby consenting to any sale, transfer or assignment by the Seller net proceeds of any Receivables or sale of any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment AgreementReceivable (including any related Finance Charge Receivables), the Servicer shall deposit such amounts in the Collection Account. Such amounts shall be treated as Recoveries.

Defaulted Receivables. If (ax) Each of the parties hereto hereby consents any Seller provides a Credit Default Certification with respect to an Eligible Obligor as to which there are any outstanding Acquired Eligible Receivables or (y) any Eligible Obligor Parent becomes Insolvent and either Sellers Agent or Purchaser has delivered to the saleother party a notice of Publicly Available Information confirming that such Eligible Obligor Parent is Insolvent, transfer all outstanding Acquired Eligible Receivables with respect to such Eligible Obligor Parent and assignmenteach other Eligible Obligor (each such Eligible Obligor, from time to time, a “Defaulted Obligor”) in the applicable Eligible Obligor Group shall be considered “Defaulted Receivables”. Upon the occurrence of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement event described in form and substance substantially similar to Exhibit XVII clause (eachx) or (y) (such occurrence, a “Defaulted Receivables Assignment Agreement”Event” (it being agreed that any Credit Default Certification or notice of Publicly Available Information shall be deemed to be effective upon the delivery of such Credit Default Certification or notice of Publicly Available Information), provided that each of the following conditions precedent have been satisfied ): (a) all collections on or with respect to such the Defaulted Receivables prior shall be distributed to effectiveness of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”):Purchaser promptly upon receipt and identification thereof by a Seller or Servicer, (ib) the Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each Eligible Obligor Limit of the Defaulted Receivables that are contemplated Obligor(s) shall be reduced to be sold, transferred and assigned by zero, (c) the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”), (B) specifies and the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that cash proceeds thereof shall be no earlier than ten disregarded for purposes of calculating the Amounts on Deposit in the Collections Account, and (10d) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy Purchaser Amount Balance shall be reduced by an amount equal to the Face Amount of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date end of such the day immediately prior to the occurrence of the Defaulted Receivables Assignment Agreement and (B) has been deposited into Event. In addition to the Collection Account; (vii) solely foregoing, the Purchaser may, with respect to the first Defaulted Receivables, elect to enforce on behalf of itself and Sellers all remedies and take such sale of actions against the Defaulted Obligor as Purchaser deems necessary to collect the Defaulted Receivables from including taking all of the Seller actions set forth in Clause 12.1(a), (b) and (e). In connection with any such enforcement by Purchaser, Sellers shall provide such information to ABDC pursuant the Purchaser as necessary to enable Purchaser to take such actions, including providing copies of the applicable invoices and legal names and addresses of the applicable Defaulted Obligors. Notwithstanding anything to the contrary in this Clause 7.3 or otherwise, the occurrence of a Defaulted Receivables Assignment Agreement, Event shall not limit the Administrator shall have received a favorable opinion dated on Sellers’ obligations under Clause 7.1 above or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment AgreementClause 8 below. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment Agreement.

Defaulted Receivables. If (ax) Each of the parties hereto hereby consents any Seller provides a Credit Default Certification with respect to an Eligible Obligor as to which there are any outstanding Acquired Eligible Receivables or (y) any Eligible Obligor Parent becomes Insolvent and either Sellers Agent or Purchaser has delivered to the saleother party a notice of Publicly Available Information confirming that such Eligible Obligor Parent is Insolvent, transfer all outstanding Acquired Eligible Receivables with respect to such Eligible Obligor Parent and assignmenteach other Eligible Obligor (each such Eligible Obligor, from time to time, a “Defaulted Obligor”) in the applicable Eligible Obligor Group shall be considered “Defaulted Receivables”. Upon the occurrence of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement event described in form and substance substantially similar to Exhibit XVII clause (eachx) or (y) (such occurrence, a “Defaulted Receivables Assignment Agreement”Event” (it being agreed that any Credit Default Certification or notice of Publicly Available Information shall be deemed to be effective upon the delivery of such Credit Default Certification or notice of Publicly Available Information), provided that each of the following conditions precedent have been satisfied ): (a) all collections on or with respect to such the Defaulted Receivables prior shall be distributed to effectiveness of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”):Purchaser promptly upon receipt and identification thereof by a Seller or Servicer, (ib) the Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each Eligible Obligor Limit of the Defaulted Receivables that are contemplated Obligor(s) shall be reduced to be soldzero, transferred and assigned by 4855-7613-32454864-7968-1754, v.107 (c) the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”), (B) specifies and the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that cash proceeds thereof shall be no earlier than ten disregarded for purposes of calculating the Amounts on Deposit in the Collections Account, and (10d) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy Purchaser Amount Balance shall be reduced by an amount equal to the Face Amount of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date end of such the day immediately prior to the occurrence of the Defaulted Receivables Assignment Agreement and (B) has been deposited into Event. In addition to the Collection Account; (vii) solely foregoing, the Purchaser may, with respect to the first Defaulted Receivables, elect to enforce on behalf of itself and Sellers all remedies and take such sale of actions against the Defaulted Obligor as Purchaser deems necessary to collect the Defaulted Receivables from including taking all of the Seller actions set forth in Clause 12.1(a), (b) and (e). In connection with any such enforcement by Purchaser, Sellers shall provide such information to ABDC pursuant the Purchaser as necessary to enable Purchaser to take such actions, including providing copies of the applicable invoices and legal names and addresses of the applicable Defaulted Obligors. Notwithstanding anything to the contrary in this Clause 7.3 or otherwise, the occurrence of a Defaulted Receivables Assignment Agreement, Event shall not limit the Administrator shall have received a favorable opinion dated on Sellers’ obligations under Clause 7.1 above or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment AgreementClause 8 below. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment Agreement.

Defaulted Receivables. (a) Each of the parties hereto hereby consents to the sale, transfer and assignment, from time to time, of Defaulted Receivables from the Seller to ABDC pursuant to an Assignment Agreement in form and substance substantially similar to Exhibit XVII (each, a “Defaulted Receivables Assignment Agreement”), provided that each of the following conditions precedent have been satisfied with respect to such Defaulted Receivables prior to effectiveness of such Defaulted Receivables Assignment Agreement (such conditions, the “Defaulted Receivables Assignment Conditions”): (i) the Seller (or the Servicer on its behalf) has delivered to the Administrator an executed officer’s certificate, in form and substance substantially similar to Exhibit XVIII (each, a “Defaulted Receivables Certificate”), that (A) specifically identifies in reasonable detail each of the Defaulted Receivables that are contemplated to be sold, transferred and assigned by the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement (such Receivables, “Subject Defaulted Receivables”), (B) specifies the proposed date of effectiveness of such Defaulted Receivables Assignment Agreement, that shall be no earlier than ten (10) Business Days following the delivery date of such Defaulted Receivables Certificate and (C) attaches a copy of the proposed Defaulted Receivables Assignment Agreement; (ii) as of both the delivery date of such Defaulted Receivables Certificate and the proposed effective date of such Defaulted Receivables Assignment Agreement, no event has occurred and is continuing, or would result from the execution and performance of such Defaulted Receivables Assignment Agreement, that would constitute an Amortization Event or an Unmatured Amortization Event; (iii) the execution and performance of such Defaulted Receivables Assignment Agreement would not violate any assumption made in the most recently delivered true sale or non-consolidation opinion delivered by counsel to the Seller in connection with this Agreement and the other Transaction Documents; (iv) after giving effect to such Defaulted Receivables Assignment Agreement, the aggregate Outstanding Balance of all Defaulted Receivables sold, transferred or assigned by the Seller to ABDC or any Affiliate thereof during the immediately preceding twelve (12) calendar months does not exceed $5,000,000; (v) the Seller is not retaining ownership of any Defaulted Receivables owing from an Obligor of any Subject Defaulted Receivables that are being sold, transferred and assigned pursuant to such Defaulted Receivables Assignment Agreement; (vi) the purchase price to be paid by ABDC to the Seller for such Subject Defaulted Receivables (A) constitutes the fair market value of such Subject Defaulted Receivables as of the effective date of such Defaulted Receivables Assignment Agreement and (B) has been deposited into the Collection Account; (vii) solely with respect to the first such sale of Defaulted Receivables from the Seller to ABDC pursuant to a Defaulted Receivables Assignment Agreement, the Administrator shall have received a favorable opinion dated on or after June 28, 2013 from external counsel to the Seller, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance satisfactory to the Administrator covering certain true sale and non-consolidation matters as may be reasonably requested by the Administrator; and (viii) the Seller (or the Servicer on its behalf) has delivered to the Administrator a fully executed copy of such Defaulted Receivables Assignment Agreement. (b) Upon satisfaction of each of the Defaulted Receivables Assignment Conditions with respect to any Subject Defaulted Receivable, the Administrator and each of the Purchasers shall release all of its right, title and interest (including any security interest) in and to such Subject Defaulted Receivables and all Related Security associated solely with such Subject Defaulted Receivables and not with any other Receivables (collectively with such Subject Defaulted Receivables, the “Subject Defaulted Assets”). Any sale by the Seller to ABDC of Subject Defaulted Assets in accordance with this Section 13.17 shall constitute a “Permitted Defaulted Assets Transaction”. For the avoidance of doubt, neither the Administrator nor any Purchaser shall release any of its right, title and interest (including any security interest) in any property other than such Subject Defaulted Assets pursuant to this clause (b), and none of them is hereby consenting to any sale, transfer or assignment by the Seller of any Receivables or any Related Security other than the Subject Defaulted Assets to ABDC pursuant to this Section 13.17 and such Defaulted Receivables Assignment Agreement. (iii) The “Commitment” with respect to each Related Committed Purchaser as set forth below each such Related Committed Purchaser’s signature to the Agreement is hereby replaced with the amount set forth below each such Related Committed Purchaser’s signature hereto. (iv) The definition of “Purchase Limit” set forth on Exhibit I to the Agreement is amended by replacing the amount “$700,000,000” where it appears therein with the amount “$950,000,000”.