Common use of Purchase Requests Clause in Contracts

Purchase Requests. Each Purchase of Receivables under this Agreement shall be made at the written request of the Seller or the Servicer (on behalf of the Seller) to the Administrative Agent (each a “Purchase Request”) not later than 11:00 a.m. (New York City time) on the fifth (5th) Business Day preceding the proposed Purchase Date. Any such Purchase Request shall be in substantially the form of Exhibit A hereto and shall specify (A) the desired date of such proposed Purchase (which shall be a Business Day occurring prior to the Purchase Termination Date and shall be a Settlement Date) and the Cut-off Date immediately preceding such proposed Purchase Date, (B) whether or not such proposed Purchase is a Non-Cash Purchase, (C) unless such proposed Purchase is to be a Non-Cash Purchase, the proposed Cash Purchase Price in respect of such proposed Purchase (which shall be an amount at least equal to $1,000,000 in the aggregate for all Purchaser Groups, or to the extent that the then available aggregate Purchasers’ Pool Limit is less than such amount, such lesser amount equal to such available unused portion of the aggregate Purchasers’ Pool Limit), (D) the RPA Deferred Purchase Price as of such proposed Purchase Date in respect thereof, (E) a detailed list of the Receivables proposed to be sold to the Purchaser on such proposed Purchase Date, including in respect of each Receivable the name and Billing Address of the related Obligor (or the identification number or code of such Obligor, provided that it includes the State (or commonwealth) in the United States in respect of such Billing Address), the account number or Contract identification number, the Remaining Term as of the proposed Purchase Date, the ADT Credit Score, the Product Type, whether a credit check was completed, the Unpaid Balance, the Financed Unpaid Balance, the aggregate Unpaid Balance of all such Receivables, and such additional detail that the Administrative Agent may from time to time reasonably request, of each Receivable as of the immediately preceding Cut-off Date, and (F) unless such proposed Purchase is to be a Non-Cash Purchase, the allocation of such proposed Purchase based on the Ratable Share of each Purchaser Group’s Purchase Limit; provided, however, that, the Seller (or the Servicer on its behalf) shall not submit a Purchase Request hereunder following the Purchase Termination Date. Each Purchase Request shall be accompanied by an Information Package (or in the case of the initial Purchase Date, a pro forma Information Package) in respect of the Settlement Period immediately preceding such proposed Purchase Date specified in such Purchase Request which shall also contain the pro forma information regarding such proposed Purchase required by Section 3.1(c). Upon the written request of the Seller or the Servicer, the Administrative Agent shall confirm to such requesting party each Purchasers Group’s Purchase Limit. A Purchase Request shall be irrevocable. Not later than 1:00 pm (New York City time) on the same Business Day of its receipt of a Purchase Request together with the related Information Package pursuant to the foregoing paragraph (it being understood that if any such Purchase Request or Information Package is received by the Administrative Agent after 11:00 a.m. (New York City time) such Purchase Request and Information Package shall be deemed to have been received on the following Business Day), the Administrative Agent shall deliver a copy of such Purchase Request and Information Package to each Purchaser Agent. Except in respect of a proposed Non-Cash Purchase, each Purchaser Agent shall notify the Administrative Agent no later than 4:00 pm (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase of whether the Purchasers in its Purchaser Group approve or reject the proposed Purchase; provided, that to the extent that any Purchaser Agent does not notify the Administrative Agent that it approves such proposed Purchase on or before 4:00 pm (New York City time) on such day, it shall be deemed to have rejected the proposed Purchase, unless on such day and prior to any proposed reallocation by the Administrative Agent of such Purchaser Group’s deemed rejected portion of the Ratable Share of the Cash Purchase Price in respect of such proposed Purchase, such non-responding Purchaser Agent approves in writing such proposed Purchase in the full amount of such requested Cash Purchase Price. In the event that some but not all of the Purchaser Groups agree to fund their Ratable Share of the Cash Purchase Price a proposed Purchase, the Seller may request the Administrative Agent to re-allocate the rejected portion of the proposed Purchase, and seek approval among the Purchaser Groups that approved the original proposed Purchase, based on the Ratable Share of the Purchase Limits of such Purchaser Groups; provided, that there shall be no obligation of any Purchaser in any Purchaser Group to fund any such incremental Purchase. Except in respect of a proposed Non-Cash Purchase, upon final allocation, which shall in no event result in the Purchaser Group Investment of any Purchaser Group to exceed its Purchaser Group Limit, the Administrative Agent shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser in its Purchaser Group and the allocated share of each Purchaser of such Purchase (the “Allocated Share”), and each such approving Purchaser shall pay its Allocated Share of the applicable Cash Purchase Price on the proposed date of such Purchase (the “Purchase Date”) in accordance with clause (b) below. For the avoidance of doubt, no Purchaser shall have any obligation to approve any Purchase Request and except for the initial Purchase no Purchase shall be made on a day which does not constitute a Settlement Date. Neither the approval of any Purchaser Agent nor any other party will be required for any proposed Non-Cash Purchase and such Purchase shall be deemed to be made on the Settlement Date immediately following the date such Purchase Request is made in writing to the Administrative Agent (which Settlement Date shall be treated as the “Purchase Date” for such Non-Cash Purchase); provided, that (i) any Receivables included in such Non-Cash Purchase shall be treated as Eligible Receivables solely to the extent satisfying the definition thereof and (ii) each applicable condition precedent set forth in Section 5.2 shall be satisfied. In connection with each Purchase Date, and in recognition of the sale of the Receivables hereunder and the sale of the Collections as existing on the immediately preceding Cut-off Date, the Servicer and Seller shall as promptly as practicable, and in any event within three (3) Business Days of such Purchase Date, deposit, or cause to be deposited, to the Collateral Agent’s Account, an amount equal to all Collections and other proceeds actually received by any ADT Entity with respect to such Pool Receivable that were collected during the period from (and including) the immediately preceding Cut-off Date and to (and including) such Purchase Date, and such deposit shall satisfy Seller’s and Servicer’s obligation to deposit or remit the corresponding portion of such Collections and other SK 28677 0004 8417431 v39

Purchase Requests. Each Purchase of Receivables under this Agreement Seller shall be made at the written request of the Seller or the Servicer (on behalf of the Seller) deliver to the Administrative Agent (each Purchaser a “Purchase Request”) not later than 11:00 a.m. (New York City time) on the fifth (5th) Business Day preceding the proposed Purchase Date. Any such Purchase Request shall be in substantially the form of Exhibit A hereto and shall specify (A) the desired date of such proposed Purchase (which shall be a at least three Business Day occurring Days prior to the proposed Subsequent Transfer Date for any purchase of Subsequent Mortgage Loans (unless otherwise agreed by the parties). Purchaser shall indicate its acceptance or declination of each Purchase Termination Date and shall be a Settlement Date) and Request by completing the Cut-off Date immediately preceding such proposed Purchase Date, (B) whether or not such proposed Purchase is a Non-Cash Purchase, (C) unless such proposed Purchase is to be a Non-Cash Purchase, the proposed Cash Purchase Price in respect of such proposed Purchase (which shall be an amount at least equal to $1,000,000 in the aggregate for all Purchaser Groups, or to the extent that the then available aggregate Purchasers’ Pool Limit is less than such amount, such lesser amount equal to such available unused portion appropriate section of the aggregate Purchasers’ Pool Limit), (D) Purchase Request and returning the RPA Deferred Purchase Price as of such proposed Purchase Date in respect thereof, (E) a detailed list of the Receivables proposed copy thereof to be sold to the Purchaser on such proposed Purchase Date, including in respect of each Receivable the name and Billing Address of the related Obligor (or the identification number or code of such Obligor, provided that it includes the State (or commonwealth) in the United States in respect of such Billing Address), the account number or Contract identification number, the Remaining Term as of the proposed Purchase Date, the ADT Credit Score, the Product Type, whether a credit check was completed, the Unpaid Balance, the Financed Unpaid Balance, the aggregate Unpaid Balance of all such Receivables, and such additional detail that the Administrative Agent may from time to time reasonably request, of each Receivable as of the immediately preceding Cut-off Date, and (F) unless such proposed Purchase is to be a Non-Cash Purchase, the allocation of such proposed Purchase based on the Ratable Share of each Purchaser Group’s Purchase LimitSeller; provided, however, that, the Seller (or the Servicer on its behalf) shall not submit a that Purchaser hereby agrees to accept each Purchase Request hereunder following if all of the conditions to such Purchase Termination Dateprovided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans) have been satisfied. Each With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request shall be accompanied by an Information Package (or in to Seller within at least three Business Days prior to the case of the initial Purchase Date, a pro forma Information Package) in respect of the Settlement Period immediately preceding such proposed Purchase Date specified in such (five Business Days, if the related Purchase Request which shall also contain was received by Purchaser at least two calendar weeks prior to the pro forma information regarding such proposed Purchase required by Section 3.1(cDate). Upon the written request of the Seller or the Servicer, the Administrative Agent shall confirm to such requesting party each Purchasers Group’s Purchase Limit. A Purchase Request shall be irrevocable. Not later than 1:00 pm (New York City time) on the same Business Day of its receipt of a Purchase Request together with the related Information Package pursuant to the foregoing paragraph (it being understood that if any such Purchase Request or Information Package is received by the Administrative Agent after 11:00 a.m. (New York City time) such Purchase Request and Information Package Purchaser shall be deemed to have been received accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the following Business Day)Subsequent Mortgage Loans subject to such Purchase. On the applicable Purchase Date, the Administrative Agent shall deliver a copy of such Purchase Request and Information Package to each Purchaser Agent. Except in respect of a proposed Non-Cash Purchase, each Purchaser Agent shall notify the Administrative Agent no later than 4:00 pm (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase of whether the Purchasers in its Purchaser Group approve or reject the proposed Purchase; provided, that to the extent that any Purchaser Agent does not notify the Administrative Agent that it approves such proposed Purchase on or before 4:00 pm (New York City time) on such day, it shall be deemed to have rejected the proposed Purchase, unless on such day and prior to any proposed reallocation by the Administrative Agent of such Purchaser Group’s deemed rejected portion of the Ratable Share of the Cash Purchase Price in respect of such proposed Purchase, such non-responding Purchaser Agent approves in writing such proposed Purchase in the full amount of such requested Cash Purchase Price. In the event that some but not all of the Purchaser Groups agree to fund their Ratable Share of the Cash Purchase Price a proposed Purchase, the Seller may request the Administrative Agent to re-allocate the rejected portion of the proposed Purchase, and seek approval among the Purchaser Groups that approved the original proposed Purchase, based on the Ratable Share of the Purchase Limits of such Purchaser Groups; provided, that there shall be no obligation of any Purchaser in any Purchaser Group to fund any such incremental Purchase. Except in respect of a proposed Non-Cash Purchase, upon final allocation, which shall in no event result in the Purchaser Group Investment of any Purchaser Group to exceed its Purchaser Group Limit, the Administrative Agent shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser in its Purchaser Group and the allocated share of each Purchaser of such Purchase (the “Allocated Share”), and each such approving Purchaser shall pay its Allocated Share Seller the Purchase Price for the related Subsequent Mortgage Loans against receipt of the applicable Cash Purchase Price on the proposed date of such Purchase (the “Purchase Date”) in accordance with clause (b) below. For the avoidance of doubt, no Purchaser shall have any obligation to approve any Purchase Request and except for the initial Purchase no Purchase shall be made on a day which does not constitute a Settlement Date. Neither the approval of any Purchaser Agent nor any other party will be documents required for any proposed Non-Cash Purchase and such Purchase shall be deemed to be made on the Settlement Date immediately following the date such Purchase Request is made in writing delivered by Seller pursuant to the Administrative Agent (which Settlement Date shall be treated as the “Purchase Date” for such Non-Cash Purchase); provided, that (i) any Receivables included in such Non-Cash Purchase shall be treated as Eligible Receivables solely to the extent satisfying the definition thereof and (ii) each applicable condition precedent set forth in Section 5.2 shall be satisfied. In connection with each Purchase Date, and in recognition of the sale of the Receivables hereunder and the sale of the Collections as existing on the immediately preceding Cut-off Date, the Servicer and Seller shall as promptly as practicable, and in any event within three (3) Business Days of such Purchase Date, deposit, or cause to be deposited, to the Collateral Agent’s Account, an amount equal to all Collections and other proceeds actually received by any ADT Entity with respect to such Pool Receivable that were collected during the period from (and including) the immediately preceding Cut-off Date and to (and including) such Purchase Date, and such deposit shall satisfy Seller’s and Servicer’s obligation to deposit or remit the corresponding portion of such Collections and other SK 28677 0004 8417431 v392.03.

Purchase Requests. Each Seller shall deliver to Purchaser a Purchase of Receivables under this Agreement shall be made Request at the written request of the Seller or the Servicer (on behalf of the Seller) least five Business Days prior to the Administrative Agent (each a “Purchase Request”) not later than 11:00 a.m. (New York City time) on the fifth (5th) Business Day preceding the proposed Purchase DateDate for any Purchase (unless otherwise agreed by the parties). Any such Purchaser shall indicate its acceptance or declination of each Purchase Request shall be in substantially by completing the form appropriate section of Exhibit A hereto and shall specify (A) the desired date of such proposed Purchase (which shall be a Business Day occurring prior to the Purchase Termination Date Request and shall be a Settlement Date) and returning the Cut-off Date immediately preceding such proposed Purchase Date, (B) whether or not such proposed Purchase is a Non-Cash Purchase, (C) unless such proposed Purchase is copy thereof to be a Non-Cash Purchase, the proposed Cash Purchase Price in respect of such proposed Purchase (which shall be an amount at least equal to $1,000,000 in the aggregate for all Purchaser Groups, or to the extent that the then available aggregate Purchasers’ Pool Limit is less than such amount, such lesser amount equal to such available unused portion of the aggregate Purchasers’ Pool Limit), (D) the RPA Deferred Purchase Price as of such proposed Purchase Date in respect thereof, (E) a detailed list of the Receivables proposed to be sold to the Purchaser on such proposed Purchase Date, including in respect of each Receivable the name and Billing Address of the related Obligor (or the identification number or code of such Obligor, provided that it includes the State (or commonwealth) in the United States in respect of such Billing Address), the account number or Contract identification number, the Remaining Term as of the proposed Purchase Date, the ADT Credit Score, the Product Type, whether a credit check was completed, the Unpaid Balance, the Financed Unpaid Balance, the aggregate Unpaid Balance of all such Receivables, and such additional detail that the Administrative Agent may from time to time reasonably request, of each Receivable as of the immediately preceding Cut-off Date, and (F) unless such proposed Purchase is to be a Non-Cash Purchase, the allocation of such proposed Purchase based on the Ratable Share of each Purchaser Group’s Purchase LimitSeller; provided, however, thatthat Purchaser hereby agrees to accept such Purchase Request if the Initial Tranche Amount relating to such Purchase Request (together with the aggregate Initial Tranche Amount relating to any Purchase Requests then outstanding) would not exceed the Available Amount and if all of the conditions to such Purchase provided for in this Agreement (including, without limitation, Section 2.2 hereof) have been satisfied. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the Eligible Assets subject to such Purchase, which losses shall be limited to costs incurred by Purchaser by reason of the liquidation or reemployment of funds acquired by Purchaser to fund such Purchase. In addition, Purchaser shall undertake to take all commercially reasonable steps to mitigate Seller's indemnity hereunder. Purchaser shall indemnify Seller and hold it harmless against any Losses incurred by Seller as a result of any failure by Purchaser to purchase (to the extent that Purchaser is obligated to do so) the Eligible Assets subject to any Purchase Request accepted by Purchaser, which losses shall be limited to excess interest costs or net repurchase obligations incurred by Seller in making alternative arrangements for disposition or financing of the Eligible Assets for up to 90 days ("Alternative Financing") which shall be calculated as the sum of (A) the difference between (i) the total interest cost or the Servicer on its behalfrepurchase price of such Eligible Assets (net of the purchase price received by Seller related thereto), in each case paid by Seller in connection with the Alternative Financing at the end of the relevant Tranche Period for the related Eligible Assets, and (ii) the Net Securities Amount which would have been received by Purchaser if Purchaser held the Eligible Assets for the balance of the then existing Tranche Period for such Eligible Assets and such Eligible Assets had amortized in accordance with their terms; and (B) reasonable transaction costs, if any, incurred by Seller in connection with the Alternative Financing. In any event, Seller shall not submit undertake to take all commercially reasonable steps to mitigate Purchaser's indemnity hereunder. Each Purchase shall cover the Eligible Assets identified in a schedule (the "Eligible Asset Schedule") attached to the related Purchase Request hereunder following the Purchase Termination DateRequest. Each Purchase Request shall specify the type of Eligible Asset, the Purchase Price Percentage and date of such requested Purchase, the Initial Tranche Amount together with the Tranche Term and Tranche Rate requested by Seller with respect thereto in accordance with Section 2.6 hereof, the Market Movement Allowance, Recourse Amount, Gain Amount and such other matters as may be accompanied by an Information Package (or in specified on the case form of the initial Purchase Request attached hereto as Exhibit C. On the applicable Purchase Date, a pro forma Information Package) in respect of the Settlement Period immediately preceding such proposed Purchase Date specified in such Purchase Request which shall also contain the pro forma information regarding such proposed Purchase required by Section 3.1(c). Upon the written request of the Seller or the Servicer, the Administrative Agent shall confirm to such requesting party each Purchasers Group’s Purchase Limit. A Purchase Request shall be irrevocable. Not later than 1:00 pm (New York City time) on the same Business Day of its receipt of a Purchase Request together with the related Information Package pursuant to the foregoing paragraph (it being understood that if any such Purchase Request or Information Package is received by the Administrative Agent after 11:00 a.m. (New York City time) such Purchase Request and Information Package shall be deemed to have been received on the following Business Day), the Administrative Agent shall deliver a copy of such Purchase Request and Information Package to each Purchaser Agent. Except in respect of a proposed Non-Cash Purchase, each Purchaser Agent shall notify the Administrative Agent no later than 4:00 pm (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase of whether the Purchasers in its Purchaser Group approve or reject the proposed Purchase; provided, that to the extent that any Purchaser Agent does not notify the Administrative Agent that it approves such proposed Purchase on or before 4:00 pm (New York City time) on such day, it shall be deemed to have rejected the proposed Purchase, unless on such day and prior to any proposed reallocation by the Administrative Agent of such Purchaser Group’s deemed rejected portion of the Ratable Share of the Cash Purchase Price in respect of such proposed Purchase, such non-responding Purchaser Agent approves in writing such proposed Purchase in the full amount of such requested Cash Purchase Price. In the event that some but not all of the Purchaser Groups agree to fund their Ratable Share of the Cash Purchase Price a proposed Purchase, the Seller may request the Administrative Agent to re-allocate the rejected portion of the proposed Purchase, and seek approval among the Purchaser Groups that approved the original proposed Purchase, based on the Ratable Share of the Purchase Limits of such Purchaser Groups; provided, that there shall be no obligation of any Purchaser in any Purchaser Group to fund any such incremental Purchase. Except in respect of a proposed Non-Cash Purchase, upon final allocation, which shall in no event result in the Purchaser Group Investment of any Purchaser Group to exceed its Purchaser Group Limit, the Administrative Agent shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser in its Purchaser Group and the allocated share of each Purchaser of such Purchase (the “Allocated Share”), and each such approving Purchaser shall pay its Allocated Share to Seller the Initial Tranche Amount for the related Eligible Assets against receipt of the applicable Cash Purchase Price on the proposed date of such Purchase (the “Purchase Date”) in accordance with clause (b) below. For the avoidance of doubt, no Purchaser shall have any obligation to approve any Purchase Request and except for the initial Purchase no Purchase shall be made on a day which does not constitute a Settlement Date. Neither the approval of any Purchaser Agent nor any other party will be documents required for any proposed Non-Cash Purchase and such Purchase shall be deemed to be made on the Settlement Date immediately following the date such Purchase Request is made in writing delivered by Seller pursuant to the Administrative Agent (which Settlement Date shall be treated Section 2.2, 2.3 or 2.4 hereof, as the “Purchase Date” for such Non-Cash Purchase); provided, that (i) any Receivables included in such Non-Cash Purchase shall be treated as Eligible Receivables solely to the extent satisfying the definition thereof and (ii) each applicable condition precedent set forth in Section 5.2 shall be satisfied. In connection with each Purchase Date, and in recognition of the sale of the Receivables hereunder and the sale of the Collections as existing on the immediately preceding Cut-off Date, the Servicer and Seller shall as promptly as practicable, and in any event within three (3) Business Days of such Purchase Date, deposit, or cause to be deposited, to the Collateral Agent’s Account, an amount equal to all Collections and other proceeds actually received by any ADT Entity with respect to such Pool Receivable that were collected during the period from (and including) the immediately preceding Cut-off Date and to (and including) such Purchase Date, and such deposit shall satisfy Seller’s and Servicer’s obligation to deposit or remit the corresponding portion of such Collections and other SK 28677 0004 8417431 v39case may be.

Purchase Requests. Each Seller shall deliver to Purchaser a Purchase of Receivables under this Agreement shall be made Request at the written request of the Seller or the Servicer (on behalf of the Seller) least three Business Days prior to the Administrative Agent (each a “Purchase Request”) not later than 11:00 a.m. (New York City time) on the fifth (5th) Business Day preceding the proposed Purchase DateDate for any Purchase of Subsequent Mortgage Loans (unless otherwise agreed by the parties). Any such Purchaser shall indicate its acceptance or declination of each Purchase Request shall be in substantially by completing the form appropriate section of Exhibit A hereto and shall specify (A) the desired date of such proposed Purchase (which shall be a Business Day occurring prior to the Purchase Termination Date Request and shall be a Settlement Date) and returning the Cut-off Date immediately preceding such proposed Purchase Date, (B) whether or not such proposed Purchase is a Non-Cash Purchase, (C) unless such proposed Purchase is copy thereof to be a Non-Cash Purchase, the proposed Cash Purchase Price in respect of such proposed Purchase (which shall be an amount at least equal to $1,000,000 in the aggregate for all Purchaser Groups, or to the extent that the then available aggregate Purchasers’ Pool Limit is less than such amount, such lesser amount equal to such available unused portion of the aggregate Purchasers’ Pool Limit), (D) the RPA Deferred Purchase Price as of such proposed Purchase Date in respect thereof, (E) a detailed list of the Receivables proposed to be sold to the Purchaser on such proposed Purchase Date, including in respect of each Receivable the name and Billing Address of the related Obligor (or the identification number or code of such Obligor, provided that it includes the State (or commonwealth) in the United States in respect of such Billing Address), the account number or Contract identification number, the Remaining Term as of the proposed Purchase Date, the ADT Credit Score, the Product Type, whether a credit check was completed, the Unpaid Balance, the Financed Unpaid Balance, the aggregate Unpaid Balance of all such Receivables, and such additional detail that the Administrative Agent may from time to time reasonably request, of each Receivable as of the immediately preceding Cut-off Date, and (F) unless such proposed Purchase is to be a Non-Cash Purchase, the allocation of such proposed Purchase based on the Ratable Share of each Purchaser Group’s Purchase LimitSeller; provided, however, that, the Seller (or the Servicer on its behalf) shall not submit a that Purchaser hereby agrees to accept each Purchase Request hereunder following if all of the conditions to such Purchase Termination Dateprovided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans) have been satisfied. Each With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request shall be accompanied by an Information Package (or in to Seller within at least three Business Days prior to the case of the initial Purchase Date, a pro forma Information Package) in respect of the Settlement Period immediately preceding such proposed Purchase Date specified in such (five Business Days, if the related Purchase Request which shall also contain was received by Purchaser at least two calendar weeks prior to the pro forma information regarding such proposed Purchase required by Section 3.1(cDate). Upon the written request of the Seller or the Servicer, the Administrative Agent shall confirm to such requesting party each Purchasers Group’s Purchase Limit. A Purchase Request shall be irrevocable. Not later than 1:00 pm (New York City time) on the same Business Day of its receipt of a Purchase Request together with the related Information Package pursuant to the foregoing paragraph (it being understood that if any such Purchase Request or Information Package is received by the Administrative Agent after 11:00 a.m. (New York City time) such Purchase Request and Information Package Purchaser shall be deemed to have been received accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the following Business Day)Subsequent Mortgage Loans subject to such Purchase. On the applicable Purchase Date, the Administrative Agent shall deliver a copy of such Purchase Request and Information Package to each Purchaser Agent. Except in respect of a proposed Non-Cash Purchase, each Purchaser Agent shall notify the Administrative Agent no later than 4:00 pm (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase of whether the Purchasers in its Purchaser Group approve or reject the proposed Purchase; provided, that to the extent that any Purchaser Agent does not notify the Administrative Agent that it approves such proposed Purchase on or before 4:00 pm (New York City time) on such day, it shall be deemed to have rejected the proposed Purchase, unless on such day and prior to any proposed reallocation by the Administrative Agent of such Purchaser Group’s deemed rejected portion of the Ratable Share of the Cash Purchase Price in respect of such proposed Purchase, such non-responding Purchaser Agent approves in writing such proposed Purchase in the full amount of such requested Cash Purchase Price. In the event that some but not all of the Purchaser Groups agree to fund their Ratable Share of the Cash Purchase Price a proposed Purchase, the Seller may request the Administrative Agent to re-allocate the rejected portion of the proposed Purchase, and seek approval among the Purchaser Groups that approved the original proposed Purchase, based on the Ratable Share of the Purchase Limits of such Purchaser Groups; provided, that there shall be no obligation of any Purchaser in any Purchaser Group to fund any such incremental Purchase. Except in respect of a proposed Non-Cash Purchase, upon final allocation, which shall in no event result in the Purchaser Group Investment of any Purchaser Group to exceed its Purchaser Group Limit, the Administrative Agent shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser in its Purchaser Group and the allocated share of each Purchaser of such Purchase (the “Allocated Share”), and each such approving Purchaser shall pay its Allocated Share Seller the Purchase Price for the related Subsequent Mortgage Loans against receipt of the applicable Cash Purchase Price on the proposed date of such Purchase (the “Purchase Date”) in accordance with clause (b) below. For the avoidance of doubt, no Purchaser shall have any obligation to approve any Purchase Request and except for the initial Purchase no Purchase shall be made on a day which does not constitute a Settlement Date. Neither the approval of any Purchaser Agent nor any other party will be documents required for any proposed Non-Cash Purchase and such Purchase shall be deemed to be made on the Settlement Date immediately following the date such Purchase Request is made in writing delivered by Seller pursuant to the Administrative Agent (which Settlement Date shall be treated as the “Purchase Date” for such Non-Cash Purchase); provided, that (i) any Receivables included in such Non-Cash Purchase shall be treated as Eligible Receivables solely to the extent satisfying the definition thereof and (ii) each applicable condition precedent set forth in Section 5.2 shall be satisfied. In connection with each Purchase Date, and in recognition of the sale of the Receivables hereunder and the sale of the Collections as existing on the immediately preceding Cut-off Date, the Servicer and Seller shall as promptly as practicable, and in any event within three (3) Business Days of such Purchase Date, deposit, or cause to be deposited, to the Collateral Agent’s Account, an amount equal to all Collections and other proceeds actually received by any ADT Entity with respect to such Pool Receivable that were collected during the period from (and including) the immediately preceding Cut-off Date and to (and including) such Purchase Date, and such deposit shall satisfy Seller’s and Servicer’s obligation to deposit or remit the corresponding portion of such Collections and other SK 28677 0004 8417431 v392.03.

Purchase Requests. Each Seller shall deliver to Purchaser a ----------------- Purchase of Receivables under this Agreement shall be made Request at the written request of the Seller or the Servicer (on behalf of the Seller) least three Business Days prior to the Administrative Agent (each a “Purchase Request”) not later than 11:00 a.m. (New York City time) on the fifth (5th) Business Day preceding the proposed Purchase DateDate for any Purchase (unless otherwise agreed by the parties). Any such Purchaser shall indicate its acceptance or declination of each Purchase Request shall be in substantially by completing the form appropriate section of Exhibit A hereto and shall specify (A) the desired date of such proposed Purchase (which shall be a Business Day occurring prior to the Purchase Termination Date Request and shall be a Settlement Date) and returning the Cut-off Date immediately preceding such proposed Purchase Date, (B) whether or not such proposed Purchase is a Non-Cash Purchase, (C) unless such proposed Purchase is copy thereof to be a Non-Cash Purchase, the proposed Cash Purchase Price in respect of such proposed Purchase (which shall be an amount at least equal to $1,000,000 in the aggregate for all Purchaser Groups, or to the extent that the then available aggregate Purchasers’ Pool Limit is less than such amount, such lesser amount equal to such available unused portion of the aggregate Purchasers’ Pool Limit), (D) the RPA Deferred Purchase Price as of such proposed Purchase Date in respect thereof, (E) a detailed list of the Receivables proposed to be sold to the Purchaser on such proposed Purchase Date, including in respect of each Receivable the name and Billing Address of the related Obligor (or the identification number or code of such Obligor, provided that it includes the State (or commonwealth) in the United States in respect of such Billing Address), the account number or Contract identification number, the Remaining Term as of the proposed Purchase Date, the ADT Credit Score, the Product Type, whether a credit check was completed, the Unpaid Balance, the Financed Unpaid Balance, the aggregate Unpaid Balance of all such Receivables, and such additional detail that the Administrative Agent may from time to time reasonably request, of each Receivable as of the immediately preceding Cut-off Date, and (F) unless such proposed Purchase is to be a Non-Cash Purchase, the allocation of such proposed Purchase based on the Ratable Share of each Purchaser Group’s Purchase LimitSeller; provided, however, that, the Seller (or the Servicer on its behalf) shall not submit a that Purchaser hereby agrees to accept each -------- Purchase Request hereunder following if all of the conditions to such Purchase Termination Dateprovided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans) have been satisfied. Each With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request shall be accompanied by an Information Package (or in to Seller within at least three Business Days prior to the case of the initial Purchase Date, a pro forma Information Package) in respect of the Settlement Period immediately preceding such proposed Purchase Date specified in such (five Business Days, if the related Purchase Request which shall also contain was received by Purchaser at least two calendar weeks prior to the pro forma information regarding such proposed Purchase required by Section 3.1(cDate). Upon the written request of the Seller or the Servicer, the Administrative Agent shall confirm to such requesting party each Purchasers Group’s Purchase Limit. A Purchase Request shall be irrevocable. Not later than 1:00 pm (New York City time) on the same Business Day of its receipt of a Purchase Request together with the related Information Package pursuant to the foregoing paragraph (it being understood that if any such Purchase Request or Information Package is received by the Administrative Agent after 11:00 a.m. (New York City time) such Purchase Request and Information Package Purchaser shall be deemed to have been received accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the following Business Day)Subsequent Mortgage Loans subject to such Purchase. On the applicable Purchase Date, the Administrative Agent shall deliver a copy of such Purchase Request and Information Package to each Purchaser Agent. Except in respect of a proposed Non-Cash Purchase, each Purchaser Agent shall notify the Administrative Agent no later than 4:00 pm (New York City time) on the second (2nd) Business Day preceding the date of such proposed Purchase of whether the Purchasers in its Purchaser Group approve or reject the proposed Purchase; provided, that to the extent that any Purchaser Agent does not notify the Administrative Agent that it approves such proposed Purchase on or before 4:00 pm (New York City time) on such day, it shall be deemed to have rejected the proposed Purchase, unless on such day and prior to any proposed reallocation by the Administrative Agent of such Purchaser Group’s deemed rejected portion of the Ratable Share of the Cash Purchase Price in respect of such proposed Purchase, such non-responding Purchaser Agent approves in writing such proposed Purchase in the full amount of such requested Cash Purchase Price. In the event that some but not all of the Purchaser Groups agree to fund their Ratable Share of the Cash Purchase Price a proposed Purchase, the Seller may request the Administrative Agent to re-allocate the rejected portion of the proposed Purchase, and seek approval among the Purchaser Groups that approved the original proposed Purchase, based on the Ratable Share of the Purchase Limits of such Purchaser Groups; provided, that there shall be no obligation of any Purchaser in any Purchaser Group to fund any such incremental Purchase. Except in respect of a proposed Non-Cash Purchase, upon final allocation, which shall in no event result in the Purchaser Group Investment of any Purchaser Group to exceed its Purchaser Group Limit, the Administrative Agent shall advise each Purchaser Agent of the amount of the requested Purchase to be funded by each Purchaser in its Purchaser Group and the allocated share of each Purchaser of such Purchase (the “Allocated Share”), and each such approving Purchaser shall pay its Allocated Share Seller the Purchase Price for the related Subsequent Mortgage Loans against receipt of the applicable Cash Purchase Price on the proposed date of such Purchase (the “Purchase Date”) in accordance with clause (b) below. For the avoidance of doubt, no Purchaser shall have any obligation to approve any Purchase Request and except for the initial Purchase no Purchase shall be made on a day which does not constitute a Settlement Date. Neither the approval of any Purchaser Agent nor any other party will be documents required for any proposed Non-Cash Purchase and such Purchase shall be deemed to be made on the Settlement Date immediately following the date such Purchase Request is made in writing delivered by Seller pursuant to the Administrative Agent (which Settlement Date shall be treated as the “Purchase Date” for such Non-Cash Purchase); provided, that (i) any Receivables included in such Non-Cash Purchase shall be treated as Eligible Receivables solely to the extent satisfying the definition thereof and (ii) each applicable condition precedent set forth in Section 5.2 shall be satisfied. In connection with each Purchase Date, and in recognition of the sale of the Receivables hereunder and the sale of the Collections as existing on the immediately preceding Cut-off Date, the Servicer and Seller shall as promptly as practicable, and in any event within three (3) Business Days of such Purchase Date, deposit, or cause to be deposited, to the Collateral Agent’s Account, an amount equal to all Collections and other proceeds actually received by any ADT Entity with respect to such Pool Receivable that were collected during the period from (and including) the immediately preceding Cut-off Date and to (and including) such Purchase Date, and such deposit shall satisfy Seller’s and Servicer’s obligation to deposit or remit the corresponding portion of such Collections and other SK 28677 0004 8417431 v392.03.