Common use of Successor Notice Clause in Contracts

Successor Notice. In the event that an Event of Termination has occurred and is continuing, upon the written direction of the Required Lenders or the Administrative Agent, the Collateral Agent shall, by notice to ADT and the Borrower, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which successor shall be selected by the Administrative Agent with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed); it being understood and agreed that, in any event, the Administrative Agent, with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of ADT’s rights and obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and ADT shall do all things necessary or appropriate to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agent and the Lenders shall not instruct the Collateral Agent to give, ADT a Successor Notice except after the occurrence of any Event of Termination that remains continuing.

Successor Notice. In the event that an Event of Termination or Non-Reinvestment Event has occurred and is continuing, upon the written direction of the Required Lenders Purchasers or the Administrative AgentAgents acting jointly, the Collateral Agent shall, by notice to ADT Sprint Spectrum and the BorrowerSellers, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which such successor shall not be a Competitor and shall be selected by the Administrative Agent with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed)Agents acting jointly; it being understood and agreed that, in any event, the any Administrative Agent, with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), Agent may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT Sprint Spectrum agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines Agents reasonably believe will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of ADTSprint Spectrum’s rights and obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and ADT Sprint Spectrum shall do all things necessary or appropriate use commercially reasonable efforts to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agent Agents and the Lenders Purchasers shall not instruct the Collateral Agent to give, ADT Sprint Spectrum a Successor Notice except after the occurrence of any Event of Termination or Non-Reinvestment Event that remains continuing.

Successor Notice. In the event that an Event of Termination or Non-Reinvestment Event has occurred and is continuing, upon the written direction of the Required Lenders Purchasers or the Administrative AgentAgent (at the direction of the Required Purchasers), the Collateral Agent shall, by notice to ADT Sprint Spectrum and the BorrowerSellers, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which such successor shall not be a Competitor and shall be selected by the Administrative Agent with the written consent of the Required Lenders Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed); it being understood and agreed that, in any event, the Administrative Agent, with the written consent of the Required Lenders Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed), may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT Sprint Spectrum agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines reasonably believe will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of ADTSprint Spectrum’s rights and obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and ADT Sprint Spectrum shall do all things necessary or appropriate use commercially reasonable efforts to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agent and the Lenders Purchasers shall not instruct the Collateral Agent to give, ADT Sprint Spectrum a Successor Notice except after the occurrence of any Event of Termination or Non-Reinvestment Event that remains continuing.

Successor Notice. In Upon Servicer’s receipt of a notice from the event that an Event of Termination has occurred and is continuing, upon the written direction Administrator of the Required Lenders or the Administrative Agent, the Collateral Agent shall, by notice to ADT and the Borrower, immediately designate Administrator’s designation of a successor new Servicer pursuant to the terms hereof (a “Successor Notice”) which successor shall be selected by the Administrative Agent with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed); it being understood and agreed that, in any event, the Administrative Agent, with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT Servicer agrees that it shall will terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines Administrator reasonably believes will facilitate the transition of the performance of such activities to the successor new Servicer, and such successor Servicer the Administrator (or its designee) shall assume each and all of ADTSeller’s rights and obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and ADT Servicer shall do all things necessary or appropriate use its best efforts to assist such successor Servicer the Administrator (or its designee) in assuming such obligations. The Collateral Agent shall Administrator agrees not give, and the Administrative Agent and the Lenders shall not instruct the Collateral Agent to give, ADT give Servicer a Successor Notice except until after the occurrence of a Replacement Event, in which case such Successor Notice may be given at any time in the Administrator’s discretion. If Servicer disputes the occurrence of a Replacement Event, Servicer may take appropriate action to resolve such dispute; provided that Servicer must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities in accordance with the Replacement Servicer Plan on the date provided by the Administrator as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute; provided, further that in the event that such dispute is resolved in favor of Servicer and no other Replacement Event of Termination that remains has occurred and is continuing, at Seller’s written request, Servicer shall be reinstated as Servicer.

Successor Notice. In the event that an Event of Termination has occurred and is continuing, upon the written direction of the Required Lenders or the Administrative Agent, the Collateral Agent shall, by notice to ADT Compass and the Borrower, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which successor shall be selected by the Administrative Agent with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed); it being understood and agreed that, in any event, the Administrative Agent, with the written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT Compass agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of ADTCompass’s rights and obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and ADT Compass shall do all things necessary or appropriate to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agent and the Lenders shall not instruct the Collateral Agent to give, ADT Compass a Successor Notice except after the occurrence of any Event of Termination that remains continuing.. (c)

Successor Notice. In the event that an Event of Termination has occurred and is continuing, upon the written direction of the Required Lenders Purchasers or the Administrative Agent, the Collateral Agent shall, by notice to ADT and the BorrowerSeller, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which successor shall be selected by the Administrative Agent with the written consent of the Required Lenders Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed); it being understood and agreed that, in any event, the Administrative Agent, with the written consent of the Required Lenders Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed), may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of ADT’s rights and obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and ADT shall do all things necessary or appropriate to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agent and the Lenders Purchasers shall not instruct the Collateral Agent to give, ADT a Successor Notice except after the occurrence of any Event of Termination that remains continuing.. (c)

Successor Notice. In the event that an Event of Termination has occurred and is continuing, upon the written direction of the Required Lenders Purchasers or the Administrative Agent, the Collateral Agent shall, by notice to ADT and the BorrowerSeller, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which successor shall be selected by the Administrative Agent with the written consent of the Required Lenders Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed); it being understood and agreed that, in any event, the Administrative Agent, with the written consent of the Required Lenders Purchasers (which consent shall not be unreasonably withheld, conditioned or delayed), may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, ADT agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agent determines will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of ADT’s rights and obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and ADT shall do all things necessary or appropriate to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agent and the Lenders Purchasers shall not instruct the Collateral Agent to give, ADT a Successor Notice except after the occurrence of any Event of Termination that remains continuing.