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    CONFORMED COPY includes  First Amendment and Joinder dated October 29, 2021  Second Amendment dated December 10, 2021  Third Amendment dated May 20, 2022  747634416.3 21671763747634416.9 21671763  RECEIVABLES FINANCING AGREEMENT    Dated as of July 16, 2021     by and among    ADT FINANCE LLC,  as Borrower,    THE PERSONS FROM TIME TO TIME PARTY HERETO,  as Lenders and as Group Agents,    MIZUHO BANK, LTD.,  as Administrative Agent, Arranger, Collateral Agent and Structuring Agent    and    ADT LLC,  in its individual capacity and as initial Servicer      TABLE OF CONTENTS    Page  747634416.3 21671763747634416.9 21671763 -i-       ARTICLE I DEFINITIONS ................................................................................................. 2  SECTION 1.01. Certain Defined Terms ................................................................... 2  SECTION 1.02. Other Interpretative Matters ..................................................... 4342  ARTICLE II TERMS OF THE LOANS ......................................................................... 4442  SECTION 2.01. Loan Facility ............................................................................ 4442  SECTION 2.02. Making Loans .......................................................................... 4543  SECTION 2.03. Interest and Fees ...................................................................... 4745  SECTION 2.04. [Reserved]Adjusted Daily Simple SOFR Conforming  Changes .................................................................................... 4746  SECTION 2.05. Extension of the Scheduled Termination Date ........................ 4746  SECTION 2.06. Benchmark Replacement ......................................................... 4846  ARTICLE III SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS ........ 5048  SECTION 3.01. Settlement Procedures .............................................................. 5048  SECTION 3.02. Deemed Collections; Repayment of Principal, Etc.................. 5351  SECTION 3.03. Payment Provisions .................................................................. 5553  SECTION 3.04. Account Control ....................................................................... 5755  ARTICLE IV YIELD PROTECTION; TAXES ............................................................... 5755  SECTION 4.01. Yield Protection ....................................................................... 5755  SECTION 4.02. Funding Losses ........................................................................ 6058  SECTION 4.03. Taxes ........................................................................................ 6058  SECTION 4.04. Mitigation; Replacement of Lenders ....................................... 6563  ARTICLE V CONDITIONS TO EFFECTIVENESS AND CREDIT  EXTENSIONS; SECURITY INTEREST ................................................. 6664  SECTION 5.01. Conditions Precedent to Effectiveness and the Initial Credit  Extension.................................................................................. 6664  SECTION 5.02. Conditions Precedent to All Credit Extensions ....................... 6664  SECTION 5.03. Amendment and Restatement .................................................. 6765  SECTION 5.04. Security Interest ....................................................................... 6866  ARTICLE VI REPRESENTATIONS AND WARRANTIES.......................................... 6967  SECTION 6.01. Representations and Warranties of the Borrower .................... 6967  SECTION 6.02. Representations and Warranties of ADT ................................. 7573  ARTICLE VII COVENANTS ........................................................................................... 8078  SECTION 7.01. Affirmative Covenants of the Borrower .................................. 8078  SECTION 7.02. Reporting Requirements of the Borrower ................................ 8381  SECTION 7.03. Negative Covenants of the Borrower ....................................... 8482  SECTION 7.04. Affirmative Covenants of ADT ............................................... 8785  SECTION 7.05. Reporting Requirements of ADT ............................................. 9088  SECTION 7.06. Negative Covenants of ADT .................................................... 9290  TABLE OF CONTENTS  (continued)  Page    747634416.3 21671763747634416.9 21671763 -ii-     SECTION 7.07. Nature of Obligations ............................................................... 9492  SECTION 7.08. Corporate Separateness; Related Matters and Covenants ........ 9492  ARTICLE VIII ADMINISTRATION AND COLLECTION OF RECEIVABLES ........... 9795  SECTION 8.01. Designation of the Servicer ...................................................... 9896  SECTION 8.02. Duties of the Servicer............................................................... 9997  SECTION 8.03. Rights of the Collateral Agent ............................................... 10098  SECTION 8.04. Responsibilities of the Servicer ........................................... 102100  SECTION 8.05. Further Action Evidencing Transfers and Security Interest 102100  SECTION 8.06. Application of Collections ................................................... 102100  ARTICLE IX EVENTS OF TERMINATION ............................................................. 102100  SECTION 9.01. Event of Terminations.......................................................... 102100  SECTION 9.02. Remedies .............................................................................. 105103  ARTICLE X AGENTS ................................................................................................ 106104  SECTION 10.01. Limited Liability of Lenders, Group Agents, Collateral  Agent, and the Administrative Agent .................................. 106104  SECTION 10.02. Authorization and Action of each Group Agent .................. 107105  SECTION 10.03. Authorization and Action of the Administrative Agent and  Collateral Agent ................................................................... 107105  SECTION 10.04. Delegation of Duties of each Group Agent.......................... 107105  SECTION 10.05. Delegation of Duties of the Administrative Agent and the  Collateral Agent ................................................................... 107105  SECTION 10.06. Successor Administrative Agent and Collateral Agent;  Termination .......................................................................... 107105  SECTION 10.07. Indemnification .................................................................... 108106  SECTION 10.08. Reliance, etc ......................................................................... 109107  SECTION 10.09. Lenders and Affiliates .......................................................... 109107  SECTION 10.10. Sharing of Recoveries .......................................................... 109107  SECTION 10.11. Non-Reliance ....................................................................... 109107  SECTION 10.12. Erroneous Payment .............................................................. 110108  SECTION 10.13. Disclaimer and Exculpation With Respect to any Rate ............. 109  ARTICLE XI INDEMNIFICATION............................................................................ 112110  SECTION 11.01. Indemnities by the Borrower ............................................... 112110  SECTION 11.02. Indemnities by ADT and the Servicer ................................. 115113  ARTICLE XII MISCELLANEOUS .............................................................................. 116114  SECTION 12.01. Amendments Etc .................................................................. 116114  SECTION 12.02. Notices, Etc .......................................................................... 116114  SECTION 12.03. Successors and Assigns; Participations; Assignments ......... 117115  SECTION 12.04. No Waiver; Remedies; Set-Off ............................................ 118116  SECTION 12.05. Binding Effect; Survival ...................................................... 119117  TABLE OF CONTENTS  (continued)  Page    747634416.3 21671763747634416.9 21671763 -iii-     SECTION 12.06. Costs and Expenses .............................................................. 120118  SECTION 12.07. No Proceedings; Limited Recourse ..................................... 121119  SECTION 12.08. Confidentiality ..................................................................... 122120  SECTION 12.09. Captions and Cross References ............................................ 126124  SECTION 12.10. Integration ............................................................................ 126124  SECTION 12.11. Governing Law .................................................................... 126124  SECTION 12.12. Waiver of Jury Trial ............................................................. 127125  SECTION 12.13. Consent to Jurisdiction; Waiver of Immunities ................... 127125  SECTION 12.14. Execution in Counterparts.................................................... 127125  SECTION 12.15. Pledge to a Federal Reserve Bank ....................................... 128126  SECTION 12.16. Severability .......................................................................... 128126  SECTION 12.17. Acknowledgement and Consent to Bail-In of EEA  Financial Institutions ............................................................ 128126  SECTION 12.18. PATRIOT Act Notice .......................................................... 129127  SECTION 12.19. EU Securitisation Regulation; Information; Indemnity ....... 129127      EXHIBITS    EXHIBIT A – Form of Loan Request  EXHIBIT B – Form of Assignment and Acceptance Agreement  EXHIBIT C – Credit and Collection Policy  EXHIBIT D – Form of Information Package  EXHIBIT E – Form of Compliance Certificate  EXHIBIT F – Closing Memorandum   EXHIBIT G-1 – Form of Customer-Owned Equipment Contract Originated on or  prior to December 15, 2019  EXHIBIT G-2 – Form of Customer-Owned Equipment Contract Originated after  December 15, 2019  EXHIBIT G-3 – Form of Customer-Owned Equipment Contract Originated after  April 17, 2020  EXHIBIT H – Form of Paydown Notice      SCHEDULES    SCHEDULE I  – Loan Limits and CP Rates  SCHEDULE II – Lock-Boxes, Collection Accounts and Account Banks  SCHEDULE III – Notice Addresses  SCHEDULE IV – UCC Information  SCHEDULE V -- Advance Rate Matrix    





 






  747634416.3 21671763747634416.9 21671763  This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented  or otherwise modified from time to time, this “Agreement”) is entered into as of July 16, 2021 by  and among the following parties:  (i) ADT FINANCE LLC, a Delaware limited liability company, as Borrower  (together with its successors and assigns, the “Borrower”); and  (ii) the Persons from time to time party hereto as Lenders and as Group Agents;  and  (iii) MIZUHO BANK, LTD. (“Mizuho”), as Administrative Agent, Arranger,  Collateral Agent, and Structuring Agent; and  (iv) ADT LLC, a Delaware limited liability company (“ADT”), in its individual  capacity and as initial Servicer (in such capacity, together with its successors and assigns  in such capacity, the “Servicer”).  PRELIMINARY STATEMENTS  The Borrower, ADT and Mizuho as sole Purchaser, Purchaser Agent, Administrative  Agent, Arranger, Collateral Agent and Structuring Agent are parties to the Receivables Purchase  Agreement dated as of March 5 2020, as amended as of April 17, 2020, September 17, 2020,  January 29, 2021 and March 5, 2021 (as so amended, the “Existing Purchase Agreement”),  pursuant to which the Borrower has sold certain Receivables and Related Assets (the “Existing  Receivable Pool”) to the Collateral Agent on behalf of the Lenders.  The Borrower acquired the Existing Receivable Pool from ADT as the Originator pursuant  to the Receivables Sale and Contribution Agreement dated as of April 17, 2020 (the “Existing Sale  Agreement”) between the Borrower and the Originator.    The parties hereto wish to amend and restate the Existing Purchase Agreement in its  entirety in the form of this Agreement to provide for the sale by the Collateral Agent back to the  Borrower of the Existing Receivable Pool (including all Collections thereon), and to provide for  Loans that may be made from time to time to the Borrower at the Borrower’s request and at the  discretion of the Lenders, which Loans shall be secured by the Existing Receivable Pool, together  with all Receivables and Related Assets hereafter acquired by the Borrower, as well as all other  assets of the Borrower, whether now existing or hereafter acquired.  Concurrently with this Agreement, the Existing Sale Agreement is being amended and  restated in its entirety (as so amended and restated and as it may be further amended from time to  time, the “Sale Agreement”).  The Borrower may acquire from time to time additional Receivables  and Related Assets from the Originator pursuant to the Sale Agreement.    The Borrower may from time to time request that the Lenders make Loans to the Borrower,  on the terms, and subject to the conditions set forth herein, secured by, among other things, the  Pool Receivables and the Related Assets.      747634416.3 21671763747634416.9 21671763 2     In consideration of the mutual agreements, provisions and covenants contained herein, the  sufficiency of which is hereby acknowledged, the parties hereto agree that as of the Closing Date,  subject to the satisfaction of the conditions precedent set forth in Section 5.01, the Existing  Purchase Agreement is amended and restated as follows:  ARTICLE I    DEFINITIONS  SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the following terms  shall have the following meanings (such meanings to be equally applicable to both the singular  and plural forms of the terms defined):  “Acceleration Date” means the date specified in Section 9.02 following the occurrence of  an Event of Termination.  “Account Bank” means any of the banks or other financial institutions holding one or more  Collection Accounts or the Payment Account.  “Adjusted Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal  to the greater of (a) the sum of (i) SOFR for the day (such day, a “SOFR Determination Day”) that is (A)  if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (B) if such  SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities  Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the  SOFR Administrator on the SOFR Administrator’s Website; provided that if by 5:00 p.m. (New York City  time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR  Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the  SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple  SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect  of the first preceding U.S. Government Securities Business Day for which such SOFR was published on  the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall  be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3)  consecutive SOFR Rate Days and (ii) the SOFR Adjustment, and (b) the Floor.  Any change in Adjusted  Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of  such change in SOFR without notice to the Borrower.  “Administrative Agent” means Mizuho, in its capacity as contractual representative for the  Credit Parties, and any successor thereto in such capacity appointed pursuant to Article X.  “Administrative Agent’s Account” means the special account of the Administrative Agent  (Account No. H79-740-005344, ABA No. 026 004 307) maintained at Mizuho or such other  account as the Administrative Agent shall designate to the Borrower and ADT.  “ADT” has the meaning set forth in the preamble to this Agreement.  “ADT Credit Agreement” means the Eleventh Amended and Restated First Lien Credit  Agreement as last amended and restated as of July 2, 2021 among Prime Security Services  Holdings, LLC, Prime Security Services Borrower, LLC, The ADT Security Corporation, Barclays  Bank PLC, as administrative agent and the other parties thereto.    747634416.3 21671763747634416.9 21671763 3     “ADT Collateral Agreements” means, each of (i) the Collateral Agreement (First Lien),  dated as of July 1, 2015, among Prime Security Services Borrower, LLC, each Subsidiary Loan  Party thereto, and Barclays Bank PLC (as successor in interest to Credit Suisse AG, Cayman  Islands Branch, as collateral agent), and (ii) the Collateral Agreement (Second Lien), dated as of  January 28, 2020, among Prime Security Services Borrower, LLC, Prime Finance Inc., each  Subsidiary Guarantor party thereto, and Wells Fargo Bank, National Association, as collateral  agent.  “ADT Credit Score” means the designated credit score of an Obligor assigned by ADT in  accordance with ADT’s internal scoring system and the Credit and Collection Policy.  “ADT Entity” means ADT, the Servicer (if the Servicer is an Affiliate of the Parent), the  Borrower and the Parent.  “ADT Indentures” means, each of (i) the indentures dated as of April 4, 2019,  among  Prime Security Services Borrower, LLC, as issuer, Prime Finance Inc., as Co-Issuer, the guarantors  party thereto from time to time, and Wells Fargo Bank, National Association, as trustee,  (ii) indenture dated as of July 5, 2012, between the ADT Corporation, as issuer, and Wells Fargo  Bank, National Association, as trustee, (iii) indenture dated as of May 2, 2016,  between Prime  Security One MS, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee, (iv)  the indenture dated as of January 28, 2020, among Prime Security Services Borrower, LLC, as  issuer, Prime Finance Inc., as issuer, the subsidiary guarantors party thereto from time to time, and  Wells Fargo Bank, National Association, as trustee and collateral agent and (v) the indenture, dated  as of August 20, 2020, among, inter alia, Prime Security Services Borrower, LLC, as issuer, Prime  Finance Inc., as co-issuer, and Wells Fargo Bank, National Association, as trustee.  “ADT Intercreditor Agreement” means the First Lien/First Lien Intercreditor Agreement,  dated as of May 2, 2016, among Barclays Bank PLC and Wells Fargo Bank, National Association.  “ADT Lien Release Acknowledgement” means that certain Lien Release Request and  Acknowledgement, dated as of July 16, 2021, between Prime Securities Borrower, LLC, as  pledger, and Barclays Bank PLC, as collateral agent.  “ADT Obligations” means any obligation owed by any ADT Entity (other than the  Borrower) to the Collateral Agent, the Administrative Agent, any Group Agent, any Lender, any  Indemnified Party, any other Affected Person, arising out of or in connection with this Agreement  and each other Transaction Document, whether now or hereafter existing, due or to become due,  direct or indirect or absolute or contingent, including, all Indemnified Amounts payable pursuant  to Section 11.02 and without duplication, all Erroneous Payment Subrogation Rights arising  pursuant to Section 10.12.  “Advance Rate” means, in respect of any Receivable, the applicable “Advance Rate” set  forth in the Advance Rate Matrix corresponding to such Receivable based upon its Product Type  and Remaining Term as determined on the Borrowing Date in respect of such Receivable.  For the  avoidance of doubt, any Receivable with a Product Type other than “Tier 1”, “Tier 2”, Tier 3”,  “Burglar Alarm”, or “CCTV” or with an Original Term or Remaining Term exceeding 60 months,  will be zero.    747634416.3 21671763747634416.9 21671763 4     “Advance Rate Matrix” means the Advance Rate Matrix attached as Schedule V to this  Agreement, as may be amended from time to time with the consent of all Group Agents.  “Adverse Claim” means any claim of ownership or any Lien other than any Permitted  Adverse Claims.  “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK  Financial Institution.  “Affected Person” means each Credit Party, each Program Support Provider, the parent or  holding company that Controls any Credit Party or Program Support Provider, and any of their  respective Affiliates that are party to, or entitled to any payment under, the Transaction  Documents.  “Affiliate” means, with respect to a specified Person, another Person that directly or  indirectly Controls, is Controlled by or is under common Control with the Person specified.  “Agent” means the Administrative Agent or the Collateral Agent.  “Aggregate Interest” means, at any time of determination, the aggregate accrued and  unpaid Interest on the Loans of all Lenders at such time.  “Aggregate Principal” means, at any time of determination, the aggregate outstanding  Principal of all Lenders at such time.  “Agreement” has the meaning set forth in the preamble to this Agreement.  “Allocated Share” is defined in Section 2.01.  “Applicable Cooling Off Period” means, in respect of a Receivable, the period of time after  origination thereof during which the related Obligor shall have the right to cancel or terminate  such Contract without fee, premium or penalty whether by Law or under the terms of the related  Contract or otherwise.  “Applicable Law” means, with respect to any Person, any statutes, laws, treaties, rules,  regulations, orders, decrees, writs, judgments, injunctions or determinations of any arbitrator or  court or other Governmental Authority, in each case binding upon such Person or any of its  property or to which such Person or any of its property is subject.  “Arranger” means Mizuho, in its capacity as Arranger for the transactions contemplated  by this Agreement and the other Transaction Documents.  “Assignment and Acceptance Agreement” means an assignment and acceptance agreement  entered into by a Lender, an Eligible Assignee, such Lender’s Group Agent and the Administrative  Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a  party to this Agreement, in substantially the form of Exhibit B hereto.  





 






  747634416.3 21671763747634416.9 21671763 5     “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest  calculated with reference to such Benchmark, as applicable, that is or may be used for determining  the length of an Interest Period pursuant to this Agreement as of such date and not including, for  the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of  “Interest Period” pursuant to clause (e) of Section 2.06.  “Average Life” means, as of any date of determination, with respect to any Receivable in  the Receivable Pool which is an Eligible Receivable, the quotient obtained by dividing (i) the sum  of the products of (a) the number of months (rounded to the nearest one hundredth thereof) from  such date of determination to the respective dates of each successive unpaid monthly installment  owed in respect of the Financed Unpaid Balance of such Receivable for the Remaining Term by  the applicable Obligor under the Contract giving rise to such Receivable, and (b) the respective  monthly installment amounts on such monthly installment dates, by (ii) the Financed Unpaid  Balance in respect of such Receivable.  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the  applicable EEA Resolution Authority in respect of any liability of an Affected Financial  Institution.  “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing  Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European  Union, the implementing law for such EEA Member Country from time to time which is described  in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the  United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation  or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,  investment firms or other financial institutions or their Affiliates (other than through liquidation,  administration or other insolvency proceedings).  “Bank Rate” means, for any day falling in a particular Interest Period with respect to any  Rate Tranche and any Group, an interest rate per annum equal to the applicable Benchmark for  such day, provided that “Bank Rate” shall be 0.59443% per annum for the Interest Period  commencing on and including April 20, 2022 to and excluding May 20, 2022.  “Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C.  § 101, et seq.), as amended from time to time.  “Base Rate” means, with respect to any Lender, as of any date of determination, a  fluctuating rate of interest per annum equal to the highest of:  (a) the applicable Prime Rate for such date; and  (b) the Federal Funds Rate for such date, plus 0.50%.; and  (c ) the Adjusted Daily Simple SOFR for such date, plus 1.00%.  “Benchmark” means, initially, the LIBO RateAdjusted Daily Simple SOFR; provided that  if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as    747634416.3 21671763747634416.9 21671763 6     applicable,  and its related Benchmark Replacement Date have occurred with respect to the LIBO  RateAdjusted Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the  applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced  such prior benchmark rate pursuant to clause (a) or (b) of Section 2.06.  “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth  in the order below that can be determined by the Administrative Agent for the applicable  Benchmark Replacement Date:  (1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;  (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement  Adjustment;  (3) “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the  sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the  Borrower as the replacement for the then-current Benchmark for the applicable Corresponding  Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate  or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or  then-prevailing market convention for determining a benchmark rate as a replacement forto the then-current  Benchmark for U.S. dollar-denominatedDollar-denominated syndicated credit facilities at such time and  (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so  determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for  the purposes of this Agreement and the other Transaction Documents.   provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is  displayed on a screen or other information service that publishes such rate from time to  time as selected by the Administrative Agent in its reasonable discretion; provided further  that, notwithstanding anything to the contrary in this Agreement or in any other Transaction  Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a  Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark  Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b)  the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition  (subject to the first proviso above). If the Benchmark Replacement as determined pursuant  to clause (1) or (3) above would be less than the Floor, the Benchmark Replacement will  be deemed to be the Floor for the purposes of this Agreement and the other Transaction  Documents.  “Benchmark Replacement Adjustment” means, with respect to any replacement of the  then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest  Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:  (1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the  first alternative set forth in the order below that can be determined by the  Administrative Agent:  (a) the spread adjustment, or method for calculating or determining such spread adjustment,  (which may be a positive or negative value or zero) as of the Reference Time such    747634416.3 21671763747634416.9 21671763 7     Benchmark Replacement is first set for such Interest Period that has been selected or  recommended by the Relevant Governmental Body for the replacement of such  Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable  Corresponding Tenor;  (b) the spread adjustment (which may be a positive or negative value or zero) as of the  Reference Time such Benchmark Replacement is first set for such Interest Period that  would apply to the fallback rate for a derivative transaction referencing the ISDA  Definitions to be effective upon an index cessation event with respect to such  Benchmark for the applicable Corresponding Tenor; and  (2) for purposes of clause (3) of the definition of “Benchmark Replacement,” Adjustment”  means, with respect to any replacement of the then-current Benchmark with an Unadjusted  Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread  adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative  Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (ia) any  selection or recommendation of a spread adjustment, or method for calculating or determining such spread  adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark  Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or  (iib) any evolving or then-prevailing market convention for determining a spread adjustment, or method  for calculating or determining such spread adjustment, for the replacement of such Benchmark with the  applicable Unadjusted Benchmark Replacement for U.S. dollar- denominatedDollar-denominated  syndicated credit facilities; at such time.  provided that, in the case of clause (1) above, such adjustment is displayed on a screen or  other information service that publishes such Benchmark Replacement Adjustment from  time to time as selected by the Administrative Agent in its reasonable discretion.  “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark  Replacement, any technical, administrative or operational changes (including changes to the  definition of “Bank Rate”, the definition of “Business Day,” the definition of “Interest Period,”  timing and frequency of determining rates and making payments of interest (including Interest for  Rate Tranches), timing of loan requests or prepayment, conversion or continuation notices, length  of lookback periods, the applicability of breakage provisions and Liquidation Fee, and other  technical, administrative or operational matters) that the Administrative Agent decides in its  reasonable discretion, after consultation with the Borrower, may be appropriate to reflect the  adoption and implementation of such Benchmark Replacement and to permit the administration  thereof by the Administrative Agent in a manner substantially consistent with market practice (or,  if the Administrative Agent decides in its reasonable discretion that adoption of any portion of  such market practice is not administratively feasible or if the Administrative Agent determines in  its reasonable discretion that no market practice for the administration of such Benchmark  Replacement exists, in such other manner of administration as the Administrative Agent decides,  after consultation with the Borrower, is reasonably necessary in connection with the administration  of this Agreement and the other Transaction Documents).  “Benchmark Replacement Date” means the earliest to occur of the following events with  respect to the then-current Benchmark:    747634416.3 21671763747634416.9 21671763 8     (1) (a)  in the case of clause (1a) or (2b) of the definition of “Benchmark Transition Event,”  the later of (ai) the date of the public statement or publication of information referenced  therein and (bii) the date on which the administrator of such Benchmark (or the published  component used in the calculation thereof) permanently or indefinitely ceases to provide  all Available Tenors of such Benchmark (or such component thereof); or  (2) (b) in the case of clause (3c) of the definition of “Benchmark Transition Event,” the  first date of the publicon which such Benchmark (or the published component used in the  calculation thereof) has been determined and announced by the regulatory supervisor for  the administrator of such Benchmark (or such component thereof) to be non-representative;  provided that such non-representativeness will be determined by reference to the most  recent statement or publication of information referenced therein;in such clause (c) and  even if any Available Tenor of such Benchmark (or such component thereof) continues to  be provided on such date.  (3) in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the  date a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to  clause (b) of Section 2.06; or  (4) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice  of such Early Opt-in Election is provided to the Group Agents, so long as the  Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth  (5th) Business Day after the date notice of such Early Opt-in Election is provided to  the Group Agents, written notice of objection to such Early Opt-in Election from  Lenders comprising the Required Lenders.  For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs  on the same day as, but earlier than, the Reference Time in respect of any determination, the  Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for  such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred  in the case of clause (1a) or (b) with respect to any Benchmark upon the occurrence of the  applicable event or events set forth therein with respect to all then-current Available Tenors of  such Benchmark (or the published component used in the calculation thereof).  “Benchmark Transition Event” means the occurrence of one or more of the following  events with respect to the then-current Benchmark:  (1) (a) a public statement or publication of information by or on behalf of the administrator  of such Benchmark (or the published component used in the calculation thereof) announcing  that such administrator has ceased or will cease to provide all Available Tenors of such  Benchmark (or such component thereof), permanently or indefinitely, provided that, at the  time of such statement or publication, there is no successor administrator that will continue  to provide any Available Tenor of such Benchmark (or such component thereof);  (2) (b) a public statement or publication of information by the regulatory supervisor for  





 






  747634416.3 21671763747634416.9 21671763 9     the administrator of such Benchmark (or the published component used in the calculation  thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank  of New York, an insolvency official with jurisdiction over the administrator for such  Benchmark (or such component), a resolution authority with jurisdiction over the  administrator for such Benchmark (or such component) or a court or an entity with similar  insolvency or resolution authority over the administrator for such Benchmark (or such  component), which states that the administrator of such Benchmark (or such component) has  ceased or will cease to provide all Available Tenors of such Benchmark (or such component  thereof) permanently or indefinitely, provided that, at the time of such statement or  publication, there is no successor administrator that will continue to provide any Available  Tenor of such Benchmark (or such component thereof); or  (3) (c)  a public statement or publication of information by the regulatory supervisor for  the administrator of such Benchmark (or the published component used in the calculation  thereof) announcing that all Available Tenors of such Benchmark (or such component  thereof) are no longer representative.  For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred  with respect to any Benchmark if a public statement or publication of information set forth above  has occurred with respect to each then-current Available Tenor of such Benchmark (or the  published component used in the calculation thereof).  “Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event,  the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark  Transition Event is a public statement or publication of information of a prospective event, the  90th day prior to the expected date of such event as of such public statement or publication of  information (or if the expected date of such prospective event is fewer than 90 days after such  statement or publication, the date of such statement or publication).  “Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that  a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at  such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes  hereunder and under any Transaction Document in accordance with Section 2.06 and (y) ending  at the time that a Benchmark Replacement has replaced the then-current Benchmark for all  purposes hereunder and under any Transaction Document in accordance with Section 2.06.  “Billing Address” means, the billing address of each Obligor relating to a Receivable  specified in the Records of the Servicer.  “Borrower” has the meaning set forth in the preamble to this Agreement.  “Borrower Creditor” is defined in Section 12.07.  “Borrower Obligations” means all present and future indebtedness, reimbursement  obligations and other liabilities and obligations (howsoever created, arising or evidenced, whether  direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Credit    747634416.3 21671763747634416.9 21671763 10     Party, any Indemnified Party and/or any Affected Person, arising under this Agreement or any  other Transaction Document or the transactions contemplated hereby or thereby, and shall include,  without limitation and without duplication, all Principal and Interest on the Loans, all Fees, all  Erroneous Payment Subrogation Rights and all other amounts due or to become due under the  Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or  otherwise), including, without limitation, interest, fees and other obligations that accrue after the  commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether  or not allowed as a claim in such proceeding).  “Borrowing Base” means, at any time, the amount equal to (a) the Net Portfolio Balance,  minus (b) the Required Reserves.  “Borrowing Date” is defined in Section 2.01.  “Business Day” means a day other than Saturday or Sunday or on which commercial banks  in New York City, New York are authorized or required by applicable law to be closed for  business; provided, that, when used with respect to an Interest Rate or associated Rate Tranche  based on the applicable LIBO Rate, “Business Day” shall also exclude any day on which banks  are not open for domestic and international business (including dealings in U.S. Dollar deposits)  in London, England..  “Cash Equivalents” means (a) cash, (b) direct general obligations of the United States of  America or obligations the prompt payment of the principal of and interest on which is  unconditionally guaranteed by the United States of America, (c) U.S. dollar-denominated  commercial paper notes which are rated at least “A-1+” by S&P and at least “P-1” by Moody’s,  or (d) time deposits at, or certificates of deposit and bankers acceptances issued by, commercial  banks located in the United States (including domestic branches or agencies of foreign banks)  having short-term deposit ratings of “A-1” by S&P and “P-1” by Moody’s, provided that each such  investment specified in clauses (b), (c) and (d) is payable in Dollars, has a maturity of the lesser  of (i) ninety-one (91) days, and (ii) the days remaining until the next Settlement Date, and is  payable in the United States of America, or (e) U.S. Dollar-denominated money market funds of  United States issuers that have ratings of at least “AAAm” by S&P and at least “Aaa” by Moody’s  (or equivalent long-term ratings) and permit daily liquidation of investments.  Ratings by S&P  which include an “r” designation are not eligible to be Cash Equivalents unless approved by S&P  or otherwise meet the rating conditions of S&P.  “Change in Law” means the occurrence, after the Closing Date, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,  rule, regulation or treaty or in the administration, interpretation, implementation or application  thereof by any Governmental Authority or (c) the compliance by any Affected Person with any  written request, rule, guideline or directive (whether or not having the force of law) of any  Governmental Authority made or issued after the Closing Date; provided that notwithstanding  anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection  Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith  and (y) all requests, rules, guidelines or directives promulgated by the Bank for International  Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)  or the United States or foreign regulatory authorities, in each case pursuant to the agreements    747634416.3 21671763747634416.9 21671763 11     reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory  Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or  otherwise modified or replaced from time to time), shall in each case, to the extent requiring any  change to the compliance policies and practices (including relating to capital, liquidity or leverage  requirements) of any Affected Person after the date hereof, be deemed to be a “Change in Law,”  regardless of the date enacted, adopted or issued, but only to the extent such Affected Person is  imposing applicable increased costs or applicable costs in connection with capital adequacy  requirements similar to those described in Section 4.01 on other borrowers of syndicated loans in  the United States.  “Change of Control” means the occurrence of any of the following:  (a) all of the outstanding Voting Securities of the Borrower shall cease to be  owned by ADT; or  (b) all of the outstanding Voting Securities of ADT shall cease to be directly or  indirectly owned by the Parent.  “Closing Date” means July 16, 2021.  “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise  modified from time to time.  “Collateral” has the meaning set forth in Section 5.04(a).  “Collateral Agent” means Mizuho, in its capacity as contractual representative for the  Credit Parties, and any successor thereto in such capacity appointed pursuant to Article X.  “Collateral Trustee” means, with respect to any Conduit Lender, a collateral trustee for the  benefit of the holders of the Commercial Paper Notes of such Conduit Lender appointed pursuant  to such entity’s program documents.  “Collection Account” means each collection account of the Borrower maintained with an  Eligible Bank into which Collections are to be remitted.  “Collection Agent” means any collection agent sub-servicer, special servicer or similar  agent which is not an Affiliate of ADT appointed by the Servicer to assist it with its collection  duties hereunder.  “Collection Agent Fees” all fees and expenses of any Collection Agent retained by the  Servicer to collect any Receivable which are netted against the amount of, or otherwise reduce the  amount of the Collections paid by, the Obligor of such Receivable.  “Collections” means with respect to any Receivable and the Related Assets, (a) all cash  collections and other cash proceeds of such Receivable or Related Assets, from or on behalf of the  related Obligors in payment of any amounts owed in respect of such Receivable or Related Assets,  or applied to such other charges in respect of such Receivable or Related Assets, or applied to such  amounts owed by such Obligors,  (b) Deemed Collections, (c) amounts treated as Collections in    747634416.3 21671763747634416.9 21671763 12     accordance with Section 8.03(d), and (d) all other amounts required to be remitted to the Payment  Account pursuant to any Transaction Document.  For the avoidance of doubt the term  “Collections” in respect of a Receivable and the Related Assets shall include all amounts allocated  to such Receivable in accordance with the related Contract and Section 7.04(m).  “Commercial Paper Notes” means short-term promissory notes issued or to be issued by a  Conduit Lender to fund its investments in accounts receivable or other financial assets.  “Conditional Service Guaranty” means the conditional service guaranty advertised by ADT  to customers as in effect on the Closing Date, which generally provides that refunds for any  system-related issues will only be issued after ADT has attempted to resolve the issue, has not  been able to resolve such issue within the first six months of the Contract, and any related  Equipment has been removed, as the same may be amended with the consent of the Administrative  Agent, the Collateral Agent and the Lenders.  “Conditional Service Guaranty Receivable” means, any Receivable which was originated  when the Conditional Service Guaranty was in effect or to which the Conditional Service Guaranty  applies, to the extent that the relevant Obligor still has the right to claim a refund for any system  or service related concerns, including, without limitation, any Receivable in respect of which the  related Obligor has notified any ADT Entity of a system or service concern within the first six (6)  months of the effective date of the related Contract and such issue was not conclusively resolved  within the first six (6) months of the effected date of the related contract.  “Conditional Service Guaranty Reserve” means, as of any date:  (i) if the Level 1 Ratings  Trigger is in effect, the Financed Unpaid Balance of all Conditional Service Guaranty Receivables  that are Pool Receivables; and (ii) otherwise, zero.  “Conduit Lender” means each commercial paper conduit that is or becomes a party to this  Agreement in the capacity of a “Conduit Lender.”  “Conforming Changes” means, with respect to either the use or administration of Adjusted  Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark  Replacement, any technical, administrative or operational changes (including changes to the  definition of “Bank Rate,” the definition of “Business Day,” the definition of “U.S. Government  Securities Business Day, the definition of “Interest Period” or any similar or analogous definition  (or the addition of a concept of “interest period”), timing and frequency of determining rates and  making payments of interest (including Interest for Rate Tranches), timing of loan requests or  prepayment, conversion or continuation notices, the applicability and length of lookback periods,  the applicability of Section 4.02, breakage provisions and Liquidation Fee, and other technical,  administrative or operational matters) that the Administrative Agent decides in its reasonable  discretion, after consultation with the Borrower, may be appropriate to reflect the adoption and  implementation of any such rate or to permit the use and administration thereof by the  Administrative Agent in a manner substantially consistent with market practice (or, if the  Administrative Agent decides in its reasonable discretion that adoption of any portion of such  market practice is not administratively feasible or if the Administrative Agent determines in its  reasonable discretion that no market practice for the administration of any such rate exists, in such  other manner of administration as the Administrative Agent decides, after consultation with the  





 






  747634416.3 21671763747634416.9 21671763 13     Borrower, is reasonably necessary in connection with the administration of this Agreement and  the other Transaction Documents).  “Connection Income Taxes” means Other Connection Taxes that are imposed on or  measured by net income (however denominated) or that are franchise Taxes or branch profits  Taxes.  “Constituent Documents” means, with respect to any Person, the organization documents  of such Person, including (a) with respect to any corporation, the certificate or articles of  incorporation and the bylaws (or equivalent or comparable constitutive documents); (b) with  respect to any limited liability company, the certificate or articles of formation or organization and  operating agreement or limited liability company agreement; and (c) with respect to any  partnership, joint venture, trust or other form of business entity, the partnership, joint venture or  other applicable agreement of formation or organization and any agreement, instrument, filing or  notice with respect thereto filed in connection with its formation or organization with the  applicable Governmental Authority in the jurisdiction of its formation or organization and, if  applicable, any certificate or articles of formation or organization of such entity.  “Contract” means, with respect to any Receivable, any retail installment agreement,  contract, or other document (including any purchase order or invoice), between ADT and an  Obligor, pursuant to which such Receivable arises or governing or evidencing such Receivable.  “Control” means, with respect to any Person, the possession, directly or indirectly, of the  power to direct or cause the direction of the management or policies of such Person, whether  through the ownership of voting securities, by contract or otherwise. “Controlling” and  “Controlled” have meanings correlative thereto.  “Control Agreement” means an agreement with respect to any Collection Account, the  Payment Account or any other account of the Borrower, in form and substance reasonably  satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which the Collateral  Agent has “control” over such account within the meaning of Article 8 of the UCC (in the case of  a securities account) and/or Article 9 of the UCC (in the case of a deposit account), and the related  Account Bank has agreed to comply with the instructions of the Collateral Agent without further  consent of the Borrower, ADT or any other Person.  “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a  tenor (including overnight) or an interest payment period having approximately the same length  (disregarding business day adjustment) as such Available Tenor.  “CP Rate” means, for any period and with respect to any Rate Tranche funded by  Commercial Paper Notes of any Conduit Lender, the per annum rate specified as such for such  Conduit Lender in Schedule I hereto.  “Credit and Collection Policy” means the Servicer’s credit and collection policies,  practices and procedures, relating to the Contracts and the Receivables, a copy of which is attached  as Exhibit C hereto, as they may modified from time to time after the Closing Date in compliance  with this Agreement.    747634416.3 21671763747634416.9 21671763 14     “Credit Extension” means the making of any Loan, including, for the avoidance of doubt,  the Initial Loan.  “Credit Party” means each Lender, the Administrative Agent, the Collateral Agent and  each Group Agent.  “Cut-off Date” means (i) with respect to the initial Settlement Period beginning on the  Closing Date, the last day of the calendar month immediately preceding the Closing Date, and (ii)  otherwise the last day of each Settlement Period.  “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which  will include a lookback) being established by the Administrative Agent in accordance with the  conventions for this rate selected or recommended by the Relevant Governmental Body for  determining “Daily Simple SOFR” for syndicated business loans; provided, that if the  Administrative Agent decides that any such convention is not administratively feasible for the  Administrative Agent, then the Administrative Agent may establish another convention in its  reasonable discretion.  “Debt” means, with respect to any Person, (i) all obligations (whether secured or  unsecured) of such Person for money borrowed and all other obligations (contingent or otherwise)  of such Person with respect to surety bonds, letters of credit and bankers’ acceptances, whether or  not matured, (ii) all obligations of such Person evidenced by notes, bonds, debentures, loan  agreements, reimbursement agreements, or similar instruments (including senior, mezzanine and  junior borrowings, (iii) all obligations of such Person created or arising under any conditional sale  or other title retention agreement with respect to property acquired by such Person (even though  the rights and remedies of the seller or lender under such agreement in the event of default are  limited to repossession or sale of such property); (iv) all capital lease obligations of such Person,  (v) all obligations in respect of derivative instruments to the extent required to be reflected as a  liability on a balance sheet of such Person under GAAP, (vi) liabilities in respect of unfunded  vested benefits under plans covered by Title VI of ERISA, (vii) all indebtedness referred to in  clause (i), (ii), (iii) or (iv) above secured by (or for which the holder of such Debt has an existing  right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts  and contract rights) owned by such Person, even though such Person has not assumed or become  liable for the payment of such indebtedness, and (viii) all indebtedness of others referred to in  clause (i), (ii), (iii), (iv), (v) or (vi) above Guaranteed by such Person or for which such Person has  otherwise assumed responsibility on, before or after the date such indebtedness is incurred.  “Deemed Collections” is defined in Section 3.02(a).  “Defaulted Receivable” means a Receivable (a) as to which any payment, or part thereof  or any payment or part of the related Service Charge Receivable, if any, remains unpaid for 90  days or more from the original due date for such payment (b) any ADT Entity or the Servicer has  knowledge or notice that the Obligor thereof is subject to an Event of Bankruptcy and the related  bankruptcy case, action, or proceeding has not been dismissed by the applicable court, and such  Obligor’s obligations with respect to such Receivable have not been reaffirmed by such Obligor  with the approval of the applicable court, or (c) which, consistent with the Credit and Collection  Policy, is or should have been written off as uncollectible or defaulted.    747634416.3 21671763747634416.9 21671763 15     “Defaulting Lender” means all of the Lenders of a Group, (a) that have failed, within two  (2) Business Days of the date required to be funded or paid hereunder, to fund any portion of Loans  hereunder that they have, in accordance with Section 2.02 agreed to fund, unless such failure is  cured or the Group Agent for such Group at any time notifies the Administrative Agent in writing  that such failure is the result of the good faith determination by such Group that a condition  precedent to funding (specifically identified and with supporting facts) has not been satisfied, or  (b) (i) if any Lender in such Group has become the subject of an Event of Bankruptcy, or  (ii) become the subject of a Bail-in Action.  “Delinquency Ratio” means, with respect to any Settlement Period, a ratio (expressed as a  percentage) calculated as (i) the sum of the Financed Unpaid Balances of all Delinquent  Receivables that constitute Pool Receivables as of the Cut-off Date for such Settlement Period,  divided by (ii) the aggregate Financed Unpaid Balance of Pool Receivables that constitute Eligible  Receivables as of the Cut-off Date for such Settlement Period.  “Delinquent Receivable” means a Receivable that is not a Defaulted Receivable as to which  any payment or part thereof, or any payment or part thereof of the related Service Charge  Receivable, if any (other than any Service Charge Receivable related to a Defaulted Receivable),  remains unpaid for more than 60 days from the original due date for such payment; provided, that  once a Receivable has been written off as uncollectible it shall no longer be a Delinquent  Receivable.  “Demand Certifications” is defined in Section 3.03.  “Dilution” means, as of any date of determination, with respect to any Pool Receivable,  the amount by which the Unpaid Balance of such Pool Receivable is either (a) reduced or canceled  as a result of (i) any defective, rejected, or returned merchandise or services, any cash discount, or  any failure by any ADT Entity to deliver any merchandise or services or otherwise perform under  the underlying contract or invoice, (ii) any change in or cancellation of any of the terms of such  contract or invoice or any other adjustment by ADT which reduces the amount payable by the  Obligor on the related Receivable, or (iii) any setoff in respect of any claim by the Obligor thereof  (whether such claim arises out of the same or a related transaction or an unrelated transaction), or  (b) subject to any specific dispute, offset, counterclaim, or defense whatsoever between the  Obligor and the Borrower, ADT, the Servicer, or any Affiliate thereof, in each case, other than to  the extent arising from the bankruptcy or insolvency of the related Obligor, or the financial or  credit condition or financial default, of such related Obligor.  “Direct Deposit Obligor” means, as of any date of determination and with respect to any  Receivable, an Obligor which has pursuant to the Contract authorized ADT to, from time to time,  withdraw from the bank account of such Obligor and/or charge from the credit or debit card of  such Obligor all amounts necessary to pay the Unpaid Balance of such Receivable when due and  payable, to the extent such authorization has not been revoked or rescinded by such Obligor as of  such date of determination.  “Dollars”,  “$” and “U.S. Dollars” each mean the lawful currency of the United States of  America.    747634416.3 21671763747634416.9 21671763 16     “EEA Financial Institution” means (a) any credit institution or investment firm established  in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,  (b) any entity established in an EEA Member Country which is a parent of an institution described  in clause (a) of this definition, or (c) any financial institution established in an EEA Member  Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and  is subject to consolidated supervision with its parent.  “EEA Member Country” means any of the member states of the European Union, Iceland,  Liechtenstein, and Norway.  “EEA Resolution Authority” means any public administrative authority or any person  entrusted with public administrative authority of any EEA Member Country (including any  delegee) having responsibility for the resolution of any EEA Financial Institution.  “Early Opt-in Election” means, if the then-current Benchmark is the LIBO Rate, the  occurrence of:  (1) a notification by the Administrative Agent to (or the request by the Borrower to the  Administrative Agent to notify) each of the other parties hereto that at least five  currently outstanding U.S. dollar-denominated syndicated credit facilities at such  time contain (as a result of amendment or as originally executed) a SOFR-based  rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a  benchmark rate (and such syndicated credit facilities are identified in such notice  and are publicly available for review), and  (2) the joint election by the Administrative Agent and the Borrower to trigger a fallback  from the LIBO Rate and the provision by the Administrative Agent of written notice  of such election to the Group Agents.  “Eligible Assignee” means (i) the Administrative Agent, any Group Agent, any Lender, or  any of their respective Affiliates that are financial institutions or banks, (ii) any Program  Support  Provider or any Program Administrator, (iii) any commercial paper conduit or similar entity that  is managed by the Administrative Agent, any Lender or any Group Agent or any of their respective  Affiliates, (iv) any other financial or other institution that is acceptable to the Administrative  Agent, and solely with respect to this clause (iv) so long as no Unmatured Event of Termination  or Event of Termination has occurred and is continuing, with the consent of the Borrower (such  consent not to be unreasonably withheld, conditioned, or delayed), and (v) a collateral agent,  trustee, or similar party which holds the assets of a Conduit Lender on behalf of the holders of the  Commercial Paper Notes issued by such Conduit Lender.  “Eligible Bank” means a financial institution which has a senior short-term unsecured debt  rating (or where such financial institution does not have such a rating, the senior short-term  unsecured debt rating of the parent of such financial institution) from both Moody’s and S&P of  at least P-1 and A-1 respectively or the long-term unsecured debt rating equivalent thereof which,  for the avoidance of doubt, is a long-term unsecured debt rating of at least A3, in the case of  Moody’s, and at least A-, in the case of S&P.  





 






  747634416.3 21671763747634416.9 21671763 17     “Eligible Contract” means a Contract governed by the law of the United States of America  or of any State thereof that contains an obligation to pay a specified sum of money and that has  been duly authorized by each party thereto and that (i) does not require the Obligor thereunder to  consent to any transfer, sale, or assignment thereof or of the related Receivable or any proceeds  thereof, (ii) is not subject to a confidentiality provision or similar covenant of non-disclosure that  would restrict the ability of the Administrative Agent, the Collateral Agent or any Lender to fully  exercise or enforce its rights under the Transaction Documents (including any rights thereunder  assigned or originated to them hereunder), (iii) remains in full force and effect, (iv) provides for a  total Original Term of up to 60 months, (v) the first installment in respect of which is required to  be paid by the related Obligor upon completion of the installation of the Equipment which is the  subject matter of such Contract, (vi) is substantially in the form of Exhibit G-1, Exhibit G-2, or  Exhibit G-3 hereto, as applicable based on the date of origination of such Contract, or which is in  such other form approved in writing by the Administrative Agent and, except to the extent resulting  from the Conditional Service Guaranty, is not subject to any amendment, supplement or other  modification as a result of any promotional activity, advertising or other statement or warranty  (including on any ADT Entity's website, except for such amendment, supplement or modification  permitted under Section 7.03(b)), and (vii) is not assignable by the related Obligor without the  consent of ADT.  “Eligible Receivable” means, as of any date of determination, a Receivable:  (a) (i) which represents all or part of the sales price of the Equipment and the  installation cost of such Equipment (or in respect of an Eligible Contract in the form of  Exhibit G-3, the installation cost of such Equipment), sold and provided by ADT in the  ordinary course of its business and which Receivable has been sold or contributed to the  Borrower pursuant to the Sale Agreement, and (ii) which is not owed to ADT or the  Borrower as a bailee or consignee for another Person;  (b) which constitutes Chattel Paper, an “account” (as defined in Section 9-102(a)  of the UCC) or a “payment intangible” (as defined in Section 9-102(a) of the UCC);  (c) which is not a Service Charge Receivable;  (d) which is not a Defaulted Receivable;  (e) with regard to which the representations of the Borrower in respect of such  Receivable are true and correct;  (f) the sale or contribution of which pursuant to the Sale Agreement and this  Agreement does not violate or contravene any Law or the related Contract;  (g) which is denominated and payable only in U.S. Dollars in the United States;  (h) the Obligor of which, as of the related Transfer Date is a Direct Deposit Obligor  with respect to such Receivable and has been instructed by ADT that to the extent that its  payments will not be made through the withdrawal from its bank account and/or the charge  of its credit or debit card, such payments shall be made to a Lock-Box relating to a  Collection Account that is subject to a Control Agreement;    747634416.3 21671763747634416.9 21671763 18     (i) the Obligor of which is domiciled or organized in the United States of America  (but excluding a Receivable the Obligor of which is domiciled or organized in the  Commonwealth of Puerto Rico or the Virgin Islands of the United States) and with respect  to which ADT has a Billing Address for such Obligor in the United States;  (j) which arises under an Eligible Contract that, together with such Receivable,  (i) is in full force and effect and constitutes the legal, valid, and binding obligation of the  related Obligor to pay the full Unpaid Balance of such Receivable, enforceable against  such Obligor in accordance with its terms, except as such enforcement may be limited by  applicable bankruptcy, insolvency, reorganization, or similar laws relating to and limiting  creditors’ rights generally and by general principles of equity (regardless of whether  enforcement is sought in a proceeding in equity or in Law), (ii) as of the date of its Transfer,  is not subject to any dispute, offset, netting, litigation, counterclaim, or defense whatsoever  (including defenses arising out of violations of usury Laws) (other than potential discharge  in a bankruptcy of the related Obligor) or other event or circumstance that would give rise  to a Deemed Collection, and (iii) is not subject to any Adverse Claim;  (k) that together with the Contract related thereto, does not contravene any Law  applicable thereto (including Laws relating to usury, consumer protection, truth in lending,  fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection  practices, and privacy) in any respect, with respect to which the origination thereof did not  violate any such Law in any such respect and with respect to which no party to the Contract  related thereto is in violation of any Law;  (l) which (i) was originated by ADT in the ordinary course of its business,  (ii) satisfies the requirements of the Credit and Collection Policy, and (iii) has been  acquired by the Borrower from ADT pursuant to and in accordance with the terms of the  Sale Agreement;  (m) the Obligor of which is not, any ADT Entity or an Affiliate of any ADT Entity;  (n) the Obligor of which is not a Sanctioned Person;  (o) the Obligor of which is required to make payments no less frequently than  monthly under the related Contract;  (p) which represents the sales price of goods or services within the meaning of  Section 3(c)(5) of the Investment Company Act;  (q) the Obligor of which (i) is a residential customer of ADT in good standing and  listed in the Records of ADT as having an “active status”, (ii) satisfies at least one of the  following: (x) it has not been the Obligor under a Delinquent Receivable during the twelve  (12) months immediately preceding the date of Transfer, (y) it has a minimum Telco98  score of 625 and an ADT Credit Score of “A”, “B” or “C”, or (z) it has an ADT Credit  Score of “N”, “X”, or “Y”, (iii) is not an Obligor in respect of any Defaulted Receivable,  and (iv) is not subject to cancellation or disconnection in respect of ADT’s Monitoring  Services in accordance with the Credit and Collection Policy, the terms of the Contract or  otherwise;    747634416.3 21671763747634416.9 21671763 19     (r) which does not constitute a Delinquent Receivable;  (s) which relates to Equipment which is designated on the Records of ADT and in  accordance with the Credit and Collection Policy as a product type “Tier 1”, “Tier 2”, “Tier  3”, “Burglar Alarm” or “CCTV” for the purpose of installing home security monitoring  equipment systems for a single site;  (t) which is non-executory and has been fully earned by performance on the part  of ADT;  (u) in respect of which no further action is required to be performed by ADT or  any other Person with respect thereto pursuant to the terms of the Contract, any promotional  activity, advertising or any other statement or warranty or otherwise (subject, to the extent  applicable with respect to any Receivable, only to the Conditional Service Guaranty), other  than payment thereon by the applicable Obligor;  (v) in respect of which the payment of the Unpaid Balance thereof by the related  Obligor is not contingent upon such Obligor receiving Monitoring Services and the  termination of the Monitoring Services provided by ADT to the related Obligor will not  affect the obligation of such Obligor to pay the full Unpaid Balance of such Receivable or  otherwise affect the rights of ADT, the Borrower or the Collateral Agent under the related  Contract in respect of such Receivable;  (w) the Obligor of which is not a Governmental Authority and is a residential  customer;  (x) the related Contract in respect of which cannot be cancelled or terminated  unless the related Obligor pays the full Unpaid Balance of such Receivable;  (y) which has been outstanding beyond the Applicable Cooling Off Period or,  except to the extent provided by the Conditional Service Guaranty, any other period prior  to which such Receivable can be cancelled or terminated in any manner, which would  excuse the related Obligor of its obligation to pay all or any portion of the Unpaid Balance  thereof, and with respect to which the first installment payment thereof has been paid by  the related Obligor and collected and applied by the Servicer;  (z) the Unpaid Balance of which is not, as of the date of Transfer, subject to  reduction, cancellation, setoff, offset, special refunds, or credits for any reason, including  without limitation as a result of defective or rejected Equipment or other goods;  (aa) in respect of which all sales taxes to be paid in connection with the related  Equipment and installation thereof have been fully paid by ADT, or if not due and payable  as of the Borrowing Date in respect of such Receivable, has been fully paid by the due date  thereof (except for any such sales taxes that are being appropriately contested in good faith  by appropriate proceedings and with respect to which adequate reserves in conformity with  GAAP have been provided);  (bb) the Financed Unpaid Balance of which does not exceed $20,000;     747634416.3 21671763747634416.9 21671763 20     (cc) without limiting any of the foregoing, no portion of which (i) is subject to any  Lien in favor of any Governmental Authority, or (ii) results in (or, in the case of non- payment of any such governmental fee, surcharge, or tax by any Person, would result in)  any Adverse Claim on such Receivable or any proceeds thereof in favor of any  Governmental Authority (other than, for the avoidance of doubt, Adverse Claims that may  be imposed by any Governmental Authority from time to time on the assets of ADT  generally (or any Person treated as the same Person as ADT for tax purposes) in respect of  any governmental fees, surcharges or taxes that will be paid or contested in compliance  with Section 7.01(o) and Section 7.04(k));  (dd) which as of the related Transfer Date, has not been compromised or (except  for modifications of a ministerial nature to cure ambiguities or to correct, complete or  supplement any provision in the related Contract which may be defective or inconsistent  with any other provision therein, which modifications do not directly or indirectly cure,  waive or forgive any default or delinquency by the related Obligor, could not reasonably  be expected to adversely affect the Borrower’s or any Credit Party’s interests in such  Receivable and are fully reflected in the express terms of the Contract on or prior to the  Transfer Date in connection with the origination of such Receivable), adjusted or otherwise  modified (including by the extension of time for payment or the granting of any discounts,  allowances, or credit), including as a result of any promotional activity, advertising or other  statement or warranty (including on any ADT Entity’s website), other than the Conditional  Service Guaranty;   (ee) if any Deemed Collection arises in respect of such Receivable, the Originator  is not in default of its obligation to pay the full amount of such Deemed Collection in  accordance with the Sale Agreement;  (ff) the Obligor of which is receiving Monitoring Services provided by ADT  commensurate with the related Contract, except pursuant to a voluntary termination of such  Monitoring Services by such Obligor after the Transfer Date of such Receivable;   (gg) the Unpaid Balance of which is payable by the related Obligor in up to 60 equal  monthly installments under the related Contract; and  (hh) which is not a Receivable in respect of which, pursuant to the Conditional  Service Guaranty the related Obligor has notified any ADT Entity of a request for a refund  and the relevant ADT Entity has not conclusively resolved the issue in order to void such  claim within the period required by and pursuant to the terms of the Conditional Service  Guaranty then in  effect with respect to such Receivable.  “Enhancement Agreement” means any agreement between a Conduit Lender and any other  Person(s), entered into to provide (directly or indirectly) credit enhancement to such Conduit  Lender’s commercial paper facility.  “Enhancement Provider” means any Person providing credit support to a Conduit Lender  under an Enhancement Agreement, including pursuant to an unfunded commitment, or any similar  entity with respect to any permitted assignee of such Conduit Lender.  





 






  747634416.3 21671763747634416.9 21671763 21     “Equipment” means in respect of a Contract, all alarm system and monitoring equipment  installed by ADT pursuant to such Contract.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from  time to time, and any rule or regulation issued thereunder.  “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together  with the Borrower, is treated as a single employer under Section 414(b) or 414(c) of the Code or,  solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single  employer under Section 414(m) or 414(o) of the Code.  “ERISA Event” means (a) any “reportable event”, as defined in Section 4043(c)(1), (6) or  (10) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for  which the 30-day notice period referred to in Section 4043(a) is waived), (b) any failure by any  Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the  Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (c) the filing  pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver  of the minimum funding standard with respect to any Plan, (d) the incurrence by any ADT Entity,  or any ERISA Affiliate thereof of any liability under Title IV of ERISA with respect to the  termination of any Plan, (e) the receipt by any ADT Entity, or any ERISA Affiliate thereof from  the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or  Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA, (f) the  incurrence by any ADT Entity, or any ERISA Affiliate thereof of any liability with respect to the  withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by any  ADT Entity, or any ERISA Affiliate thereof of any notice, or the receipt by any Multiemployer  Plan from ADT, the Servicer, the Parent, the Originator, or any ERISA Affiliate thereof of any  notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer  Plan is, or is expected to be, insolvent within the meaning of Section 4245 of ERISA, or is in  reorganization within the meaning of Section 4241 of ERISA, or in endangered or critical status  (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA).  “Erroneous Payment” has the meaning assigned to it in Section 10.12(a).  “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in  Section 10.12(d).  “Erroneous Payment Return Deficiency” has the meaning assigned to it in  Section 10.12(d).  “Erroneous Payment Subrogation Rights” has the meaning assigned to it in  Section 10.12(dc).   “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published  by the Loan Market Association (or any successor person), as in effect from time to time.  “EU Securitisation Regulation” means Regulation (EU) 2017/2402 of the European  Parliament and of the Council of 12 December 2017 laying down a general framework for  securitisation and creating a specific framework for simple, transparent and standardized    747634416.3 21671763747634416.9 21671763 22     securitisation and amending certain other European Union directives and regulations (as amended  by Regulation (EU) 2021/557) and, except as otherwise stated, means such Regulation as further  amended from time to time.  “EU Securitisation Regulation Rules” means the EU Securitisation Regulation, together  with all relevant implementing regulations in relation thereto, all regulatory and/or implementing  technical standards in relation thereto or applicable in relation thereto pursuant to any transitional  arrangements made pursuant to the EU Securitisation Regulation and, in each case, any relevant  official binding guidance and directions published in relation thereto by the European Banking  Authority, the European Securities and Markets Authority or the European Insurance and  Occupational Pensions Authority (or in each case, any predecessor, successor or replacement  organization thereto)) or by the European Commission (all, except as otherwise stated, as amended  from time to time).  “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:    (a)  (i) a case or other proceeding shall be commenced, without the application  or consent of such Person, in any court, seeking the liquidation, reorganization, debt  arrangement, dissolution, winding up, or composition or readjustment of debts of such  Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator  (or other similar official) for such Person or all or substantially all of its assets, or any  similar action with respect to such Person under any Law relating to bankruptcy,  insolvency, reorganization, winding up, or composition or adjustment of debts, and such  case or proceeding shall continue unstayed or undismissed for a period of sixty (60)  consecutive days (or, for purposes of Section 9.01(c), if such case or proceeding is in  respect of the Borrower, zero (0) days); or (ii) an order for relief in respect of such Person  shall be entered in an involuntary case under federal bankruptcy laws or other similar Laws  now or hereafter in effect; or  (b) such Person (i) shall commence a voluntary case or other proceeding under  any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution, or  other similar Law now or hereafter in effect, (ii) shall consent to the appointment of or  taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or  other similar official) for, such Person or for any substantial part of its property, or (iii) shall  make any general assignment for the benefit of creditors, or shall fail to, or admit in writing  its inability to, pay its debts generally as they become due, or, if a corporation or similar  entity, its board of directors (or any board or Person holding similar rights to control the  activities of such Person) shall vote to implement any of the foregoing.  “Event of Termination” has the meaning set forth in Section 9.01.  For the avoidance of  doubt, an Event of Termination shall occur only after applicable cure periods, if any, specified in  Section 9.01 have expired, and any Event of Termination that occurs shall be deemed to be  continuing at all times thereafter unless and until waived in accordance with Section 12.01.  “Excess ADT Credit Score B Concentration Amount” means, as of any date of  determination, the amount, if any, by which (a) the aggregate Financed Unpaid Balances of all  Eligible Receivables in the Receivable Pool related to Obligors with an ADT Credit Score of “B”,    747634416.3 21671763747634416.9 21671763 23     as of such date of determination, exceeds (b) 30.0027.50% of the aggregate Financed Unpaid  Balances of all Eligible Receivables in the Receivable Pool, as of such date of determination.  “Excess ADT Credit Score B, C, N, Q, W, X, Y, Z and Null Concentration Amount” means,  as of any date of determination, the amount, if any, by which (a) the aggregate Financed Unpaid  Balances of all Eligible Receivables in the Receivable Pool related to Obligors with an ADT Credit  Score of “B”, “C”, “N”, “Q”, “W”, “X”, “Y”, “Z” and “Null” as of such date of determination,  exceeds (b) 50.0045.00% of the aggregate Financed Unpaid Balances of all Eligible Receivables  in the Receivable Pool, as of such date of determination.  “Excess ADT Credit Score C Concentration Amount” means, as of any date of  determination, the amount, if any, by which (a) the aggregate Financed Unpaid Balances of all  Eligible Receivables in the Receivable Pool related to Obligors with an ADT Credit Score of “C”,  as of such date of determination, exceeds (b) 15.0012.00% of the aggregate Financed Unpaid  Balances of all Eligible Receivables in the Receivable Pool, as of such date of determination.  “Excess ADT Credit Score C, N, Q, W, X, Y, Z and Null Concentration Amount” means,  as of any date of determination, the amount, if any, by which (a) the aggregate Financed Unpaid  Balances of all Eligible Receivables in the Receivable Pool related to Obligors with an ADT Credit  Score of “C”, “N”, “Q”, “W”, “X”, “Y”, “Z” and “Null” as of such date of determination, exceeds  (b) 35.0025.00% of the aggregate Financed Unpaid Balances of all Eligible Receivables in the  Receivable Pool, as of such date of determination.  “Excess CCTV Concentration Amount” means, as of any date of determination, the  amount, if any by which (a) the aggregate Financed Unpaid Balances of all Eligible Receivables  in the Receivable Pool which relate to the “CCTV” Product Type, as of such date of determination,  exceeds (b) 4.0010.00% of the aggregate Financed Unpaid Balances of all Eligible Receivables in  the Receivable Pool, as of such date of determination.  “Excess Concentration Amount” means, as of any date of determination, the sum, as  calculated without duplication for any Eligible Receivable that falls into more than one of the  following, of (a) the Excess Single State Unpaid Balance Concentration Amount, (b) the Excess  Third Largest State Obligor Concentration Amount, (c) the Excess Second Largest State Obligor  Concentration Amount, (d) the Excess Largest State Obligor Concentration Amount, (e) the  Excess ADT Credit Score B Concentration Amount, (f) the Excess ADT Credit Score C  Concentration Amount, (g) the Excess N, Q, W, X, Y, Z and Null ADT Credit Score Concentration  Amount, (h) the Excess ADT Credit Score B, C, N, Q, W, X, Y, Z and Null Concentration Amount,  (i) the Excess ADT Credit Score C, N, Q, W, X, Y, Z and Null Concentration Amount, (j) the  Excess Financed Unpaid Balance Over $5,000 Concentration Amount, and (k) the Excess CCTV  Concentration Amount.  In order to avoid duplication in calculating the Excess Concentration  Amount, each component of the Excess Concentration Amount shall be determined in the order  set forth above, and the aggregate Financed Unpaid Balances of any Eligible Receivables that are  included in the Excess Concentration Amount in any prior step shall be deemed not to constitute  Eligible Receivables in the numerator of any otherwise applicable subsequent step.  “Excess Financed Unpaid Balance Over $5,000 Concentration Amount” means, as of any  date of determination, the amount, if any, by which (a) the aggregate Financed Unpaid Balances    747634416.3 21671763747634416.9 21671763 24     of all Eligible Receivables in the Receivable Pool which relate to Obligors with a Financed Unpaid  Balance over $5,000, as of such date of determination, exceeds (b) 5.00% of the aggregate  Financed Unpaid Balances of all Eligible Receivables in the Receivable Pool, as of such date of  determination.  “Excess Largest State Obligor Concentration Amount” means as of any date of  determination, the amount, if any, by which (a) the aggregate Financed Unpaid Balances of all  Eligible Receivables in the Receivable Pool which relate to Obligors with Billing Addresses in the  Largest State, as of such date of determination, exceeds (b) 20.00% of the aggregate Financed  Unpaid Balances of all Eligible Receivables in the Receivable Pool, as of such date of  determination.  “Excess Second Largest State Obligor Concentration Amount” means, as of any date of  determination, the amount, if any, by which (a) the aggregate Financed Unpaid Balances of all  Eligible Receivables in the Receivable Pool which relate to Obligors with Billing Addresses in the  Second Largest State, as of such date of determination, exceeds (b) 20.00% of the aggregate  Financed Unpaid Balances of all Eligible Receivables in the Receivable Pool, as of such date of  determination.  “Excess Single State Unpaid Balance Concentration Amount” means, as of any date of  determination, the amount, if any, by which (a) the aggregate Financed Unpaid Balances of all  Eligible Receivables in the Receivable Pool which relate to an Obligor with a Billing Address in  any single State (or commonwealth) in the United States, as of such date of determination, other  than the Obligors in the Largest State, the Second Largest State or the Third Largest State, exceeds  (b) 10.00% of the aggregate Financed Unpaid Balances of all Eligible Receivables in the  Receivable Pool, as of such date of determination.  “Excess Third Largest State Obligor Concentration Amount” means, as of any date of  determination, the amount, if any by which (a) the aggregate Financed Unpaid Balances of all  Eligible Receivables in the Receivable Pool which relate to Obligors with Billing Addresses in the  Third Largest State, as of such date of determination, exceeds (b) 20.00% of the aggregate  Financed Unpaid Balances of all Eligible Receivables in the Receivable Pool, as of such date of  determination.  “Excess N, Q, W, X, Y, Z and Null ADT Credit Score Concentration Amount” means, as  of any date of determination, the amount, if any, by which (a) the aggregate Financed Unpaid  Balances of all Eligible Receivables in the Receivable Pool related to Obligors with an ADT Credit  Score of “N”,“Q”, “W”, “X”, “Y”, “Z” and “Null”, as of such date of determination, exceeds  (b) 20.00% of the aggregate Financed Unpaid Balances of all Eligible Receivables in the  Receivable Pool, as of such date of determination.  “Excluded Taxes” means (i) any Taxes based upon, or measured by, any Affected Person’s  net income, net receipts, net profits, net worth or capital (including franchise or similar Taxes  imposed in lieu of such Taxes), including any such Taxes imposed by a taxing authority (a) in a  jurisdiction (or political subdivision thereof) in which such Affected Person has its principal office,  or under the laws of which such Affected Person is organized or incorporated, (b) in a jurisdiction  (or political subdivision thereof) in which such Affected Person maintains the applicable lending  





 






  747634416.3 21671763747634416.9 21671763 25     office (or branch), (ii) any franchise Taxes, branch Taxes or branch profits Taxes or any similar  Taxes imposed by any jurisdiction (or political subdivision thereof) described in clause (i),  (iii) with regard to any Affected Person, any withholding Tax to the extent it is (a) imposed on  amounts payable to such Affected Person because such Affected Person designates a new lending  office, except to the extent that such Affected Person was entitled, at the time of designation of a  new lending office, to receive amounts in respect of such Taxes from any of the Borrower, ADT  or the Servicer, as applicable, pursuant to Section 4.03, (b) attributable to such Affected Person’s  failure to comply with Section 4.03(v), or (c) imposed on amounts payable to such Affected Person  with respect to an applicable interest in Pool Receivables or Related Assets pursuant to a law in  effect on the date on which such Affected Person acquires such interest (other than pursuant to an  assignment request by the Borrower under Section 4.04(b)), except to the extent that, in the case  of an assignment to such Affected Person, such Affected Person’s assignor was entitled,  immediately before the time of such assignment, to receive amounts in respect of such Taxes from  the Borrower, ADT or the Servicer, as applicable, pursuant to Section 4.03, and (iv) any FATCA  Withholding Tax.  For the avoidance of doubt, Excluded Taxes shall include any backup  withholding in respect of income or branch profits under Section 3406 of the Code or any similar  provision of state, local or foreign law.  “Existing Purchase Agreement” is defined in the Preliminary Statements.  “Existing Receivable Pool” is defined in the Preliminary Statements.  “Existing Sale Agreement” is defined in the Preliminary Statements.  “Exiting Lender” is defined in Section 2.05.  “Extension Request” is defined in Section 2.05.  “Facility Limit” means, at any time of determination, the aggregate Lender Loan Limits of  all Lenders, which as of the Closing Date is equal to $200,000,000.00.    “FATCA” means Sections 1471 through 1474 of the Code and the current or future U.S.  Treasury Regulations issued thereunder, as the same may be amended, modified, or supplemented  from time to time (so long as any future, amended, modified, supplemented, or successor version  is substantively comparable and not materially more onerous to comply with), corresponding  provisions of successor Law, official interpretations thereof, and any agreements entered into  pursuant to Section 1471(b) of the Code and any published intergovernmental agreements entered  into in connection with the implementation of such Sections of the Code and any fiscal or  regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental  agreement.  “FATCA Withholding Tax” means any withholding Tax imposed under FATCA.  “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum,  determined by the Administrative Agent, equal (for each day during such period) to:  (a) the weighted average of the rates on overnight federal funds transactions  with members of the Federal Reserve System arranged by federal funds brokers, as    747634416.3 21671763747634416.9 21671763 26     published for such day (or, if such day is not a Business Day, for the next preceding  Business Day) by the Federal Reserve Bank of New York; or  (b) if such rate is not so published for any day which is a Business Day, the  average of the quotations for such day on such transactions received by the Administrative  Agent from three federal funds brokers of recognized standing selected by it.  “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or  any entity succeeding to any of its principal functions.  “Fee Letters” means any fee letter among any of the Borrower or ADT, on the one hand,  and the Administrative Agent, the Collateral Agent, or the Group Agents, on the other hand, setting  out the fees and expenses payable in connection with this Agreement or other Transaction  Documents.  “Fees” means all fees payable by the Borrower pursuant to any Fee Letter, including the  Funded Fee.  “Final Payout Date” means the date on or after the Termination Date when (i) the  Aggregate Principal and Aggregate Interest have been paid in full, (ii) all non-contingent Borrower  Obligations then owed by the Borrower shall have been paid in full, (iii) all other non-contingent  amounts then owing to the Credit Parties and any other Indemnified Party or Affected Person  hereunder and under the other Transaction Documents have been paid in full, and (iv) all accrued  Servicing Fees (other than those payable to ADT or an Affiliate of ADT) have been paid in full.  “Financed Unpaid Balance” means, as of any time of determination with respect to a Pool  Receivable, the sum of all remaining unpaid monthly installment payments (up to a maximum of  the next 36 such monthly installment payments in the case of a Pool Receivable with a Product  Type “Burglar Alarm” or in respect of which no credit check was performed in connection with  its origination), owed by the related Obligor in respect of such Pool Receivable as of such time of  determination.  “First Amendment Date” means October 29, 2021.  “Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of  the execution of this Agreement, the modification, amendment or renewal of this Agreement or  otherwise) with respect to the LIBOBenchmark Rate.  For the avoidance of doubt, the Floor as of  the Closing Date is zero (0.00%) per annum.  “Funded Fee” is defined in the related Fee Letter.  “Funded Fee Percentage” is defined in the related Fee Letter.  “GAAP” means generally accepted accounting principles in the United States of America,  consistently applied; provided, however, that if any Person hereafter changes its accounting  standards in accordance with applicable laws and regulations, including those of the SEC, to adopt  International Financial Reporting Standards, GAAP with respect to such Person will mean such  International Financial Reporting Standards after the effective date of such adoption.     747634416.3 21671763747634416.9 21671763 27     “Governmental Authority” means the government of the United States of America or any  other nation, or of any political subdivision thereof, whether state or local, and any agency,  authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,  legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to  government (including any supra-national bodies such as the European Union or the European  Central Bank).  “Group” means, (i) for any Conduit Lender, such Conduit Lender, together with such  Conduit Lender’s Related Lenders and related Group Agent, (ii) for Mizuho, Mizuho as a Lender  and as a Group Agent, (iii) for any other Lender that does not have a Related Conduit Lender, such  Lender, together with such Lender’s related Group Agent and each other Lender for which such  Group Agent acts as a Group Agent hereunder.  “Group Agent” means each Person acting as agent on behalf of a Group and designated as  the Group Agent for such Group on the signature pages to this Agreement or any other Person who  becomes a party to this Agreement as a Group Agent for any Group pursuant to an Assignment  and Acceptance Agreement or otherwise in accordance with this Agreement.  “Group Agent’s Account” means, with respect to any Group, the account(s) from time to  time designated in writing by the applicable Group Agent to the Administrative Agent, the  Borrower and the Servicer for purposes of receiving payments to or for the account of the members  of such Group hereunder.  “Group Loan Limit” means, with respect to any Group, at any time of determination, the  aggregate Lender Loan Limits of all Lenders within such Group.    “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person  directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without  limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,  of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of)  such Debt or other obligation (whether arising by virtue of partnership arrangements, or by  agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to  maintain financial statement conditions or otherwise), or (ii) entered into for the purpose of  assuring in any other manner the obligee of such Debt or other obligation of the payment thereof  or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the  term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course  of business or customary and reasonable indemnity obligations incurred in the ordinary course of  business.  The term “Guarantee” used as a verb has a corresponding meaning.  “Hedge Rate” means, for any date of determination, the sum of (i) the Weighted Average  Swap Rate,  (ii) 2.0%, (iii) the Funded Fee Percentage, and (iv) the Servicing Fee Rate.  “Indemnified Amounts” has the meaning set forth in Section 11.01.  “Indemnified Party” has the meaning set forth in Section 11.01.    747634416.3 21671763747634416.9 21671763 28     “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with  respect to any payment made or deemed made by or on account of any obligation of the Borrower  (or the Servicer on behalf of the Borrower) under any Transaction Document, and (b) Other Taxes.  “Independent Manager” means a natural person who (I) is not at the time of initial  appointment, or at any time while serving as Independent Manager of the Borrower, and has not  been at any time during the preceding five (5) years:  (a) a member, partner, equityholder, manager,  director, officer or employee of ADT or the Parent, or any of their respective Affiliates (other than  as special member, independent director, independent manager, or similar capacity, of the  Borrower or any Affiliate of the Borrower that is a securitization vehicle or is similarly structured  to be a special purpose bankruptcy remote entity); (b) a creditor, supplier, service provider  (including a provider of professional services) or any other Person who derives any material  portion of its revenues from its activities with the Borrower, the Parent, or ADT or any of their  respective Affiliates (other than as a provider of corporate services in the ordinary course of  business or as special member, independent director, independent manager, or similar capacity, of  the Borrower or any Affiliate of the Borrower that is a securitization vehicle or is similarly  structured to be a special purpose bankruptcy remote entity); or (c) a member of the immediate  family of any such disqualified Person described in clauses (a) or (b) above and (II) (1) has prior  experience as a special member, independent director, independent manager or similar capacity  for an entity that is a securitization vehicle or is similarly structured to be a special purpose  bankruptcy remote entity whose Constituent Documents required the unanimous consent of all  independent managers before such entity could consent to the institution of bankruptcy or  insolvency proceedings against it or could file a petition seeking relief under any applicable federal  or state law relating to bankruptcy, and (2) has at least three years of employment experience with  one or more entities that provide, in the ordinary course of their respective businesses, advisory,  management, or placement services to issuers of securitization or structured finance instruments,  agreements, or securities, including, without limitation, Citadel SPV (USA) LLC, Corporation  Service Company, CT Corporation, Lord Securities Corporation, Wilmington Trust, National  Association or Wilmington Trust SP Services, Inc.  “Information” is defined in Section 12.06.  “Information Package” is defined in Section 3.01.   “Initial Loan” is defined in Section 2.02.  “Insolvency Proceeding” means (a) any case, action or proceeding before any court or other  Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,  receivership, dissolution, winding-up or relief of debtors, (b) any general assignment for the  benefit of creditors of a Person, composition, marshaling of assets for creditors of a Person, or  other, similar arrangement in respect of its creditors generally or any substantial portion of its  creditors, in each of cases (a) and (b) undertaken under U.S. Federal, state or foreign law, including  the Bankruptcy Code.  “Interest” means, for any day with respect to any Rate Tranche:  {(LTP x IR)/360} + LF  





 






  747634416.3 21671763747634416.9 21671763 29     where:    IR = the Interest Rate for such Rate Tranche on such day;  LTP = Lenders’ Tranche Principal in such Rate Tranche on such day;  and  LF = the Liquidation Fee, if any, for such day.    “Interest and Fee Reserve” means as of any date of determination, the product of:  (a) the Weighted Average Life divided by 12; times  (b) the Hedge Rate; times  (c) the Financed Unpaid Balance of all Pool Receivables; times  (d) the Weighted Average Advance Rate; times  (e) one (1) minus the Hedge Rate (expressed as a decimal).  “Interest Period” means for any Rate Tranche, the period from and including the Closing  Date to and excluding the first Settlement Date occurring hereunder, and thereafter, each period  from and including each Settlement Date and to but excluding the immediately following  Settlement Date.  “Interest Rate” means for any Rate Tranche on any day:  (a) in the case of a Rate Tranche funded by a Conduit Lender through the  issuance of Commercial Paper Notes, the applicable CP Rate; and  (b) in the case of a Rate Tranche not funded by Commercial Paper Notes, the  applicable Bank Rate for such Rate Tranche;  provided, that on any day when any Event of Termination, shall have occurred that remains  continuing the applicable Interest Rate for each Rate Tranche means a rate per annum equal to the  higher of (A) the applicable Base Rate, plus 2.00% per annum and (B) the rate per annum  otherwise applicable to such Rate Tranche during the current Interest Period or Settlement Period,  as applicable plus 2.00% per annum.  “Investment Company Act” means the Investment Company Act of 1940, as amended or  otherwise modified from time to time.  “IRS” means the United States Internal Revenue Service.  “ISDA Definitions” means the 2006 ISDA Definitions published by the International  Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented  from time to time, or any successor definitional booklet for interest rate derivatives published from  time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.    747634416.3 21671763747634416.9 21671763 30     “Largest State” means, as of any date of determination, the state (or commonwealth) in the  United States, in respect of which the largest amount of aggregate Financed Unpaid Balances of  Eligible Receivables in the Receivable Pool in respect of Obligors with Billing Addresses in such  state (or commonwealth) relate.  “Law” means any law (including common law), constitution, statute, treaty, regulation,  rule, ordinance, order, injunction, writ, decree, judgment, award, or similar item of or by a  Governmental Authority or any interpretation, implementation or application thereof.  “Lender Loan Limit” means, with respect to any Lender, the maximum aggregate amount  which such Person may lend or pay hereunder on account of all Loans, on a combined basis, as set  forth on Schedule I or in the other agreement pursuant to which it became a Lender, as such amount  may be modified in connection with any subsequent assignment pursuant to Section 12.03.    “Lenders” means Mizuho and each other Person that is or becomes a party to this  Agreement in the capacity of a “Lender”.  Each Conduit Lender shall constitute a Lender for all  purposes of this Agreement.  “Level 1 Ratings Trigger” means a condition that is in effect at any time when ADT Inc.:  (i) has a long-term “corporate family rating” of “B3” or less by Moody’s and a long-term “issuer  rating” of “B-” or less by S&P, (ii) has a long-term “corporate family rating” of “B1” with negative  outlook or “B2” or less by Moody’s and a long-term “issuer rating” of less than “B-” or “B-” with  negative outlook by S&P, (iii) has a long-term “corporate family rating” of less than “B3” or “B3”  with negative outlook by Moody’s and a long-term “issuer rating” of “B+” with negative outlook  or “B” or less by S&P, (iv) has a long-term “corporate family rating” of “Caa1” or less by Moody’s,  (v) has a long-term “issuer rating” of “CCC+” or less by S&P, or (vi) is not rated by either S&P  or Moody’s.  “LIBO Rate” means for any Interest Period, the rate per annum equal to the greater of (i)  0.00% and (ii) (a) the interest rate per annum designated as the LIBO Rate by the applicable Group  Agent for a period of time comparable to such Interest Period that appears on the Reuters Screen  LIBO Page (or on any successor or substitute page of such service providing rate quotations  comparable to those currently provided on such page of such service, as determined by such Group  Agent from time to time) for purposes of providing quotations of the London interbank offered  rate or, if for any reason such rate is not available, the rate determined by the applicable Group  Agent from another recognized source or interbank quotation for deposits in U.S. dollars as of  11:00 a.m. (London, England time) with respect to such Group Agent or related Lender on the  second Business Day preceding the first day of such Interest Period or (b) if a rate cannot be  determined under the foregoing clause, an annual rate equal to the average (rounded upwards if  necessary to the nearest 1/100th of 1%) of the rates per annum at which deposits in U.S. Dollars  with a duration comparable to such Interest Period in a principal amount substantially equal to the  principal amount of the applicable Rate Tranche are offered to the principal London office of the  applicable Group Agent (or its related Lender) by three London banks, selected by the  Administrative Agent in good faith, at about 11:00 a.m. London time on the second Business Day  preceding the first day of such Interest Period.      747634416.3 21671763747634416.9 21671763 31     “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit  arrangement, encumbrance, lien (statutory or other), preference, priority, or other security  agreement or preferential arrangement of any kind or nature whatsoever, including any conditional  sale or other title retention agreement and any financing lease having substantially the same  economic effect as any of the foregoing.  “Liquidation Fee” means, as of any date of determination (other than a Settlement Date)  on which a Lender’s Tranche Principal is reduced pursuant to Section 3.02(b), for each Rate  Tranche (or portion thereof) so reduced, the amount, if any (without duplication of any amounts  payable pursuant to Section 4.02), by which:  (a) the additional Interest (without duplication and without regard to the  Liquidation Fee component thereof) which would have accrued on the portion of such  Lender’s Tranche Principal so reduced, if such reductions had not been made until the next  Settlement Date, exceeds  (b) the greater of (x) the actual income, if any, received by the affected Lender  for the corresponding period from investing the proceeds of such reductions of such  Lender’s Tranche Principal and (y) zero.  “Liquidity Advance” means a loan, advance, purchase, or other similar action made by a  Liquidity Provider pursuant to a Liquidity Agreement.  “Liquidity Agreement” means any agreement entered into, directly or indirectly, in  connection with or related to, this Agreement pursuant to which a Liquidity Provider agrees to  make loans or advances to, or purchase assets from, a Conduit Lender (directly or indirectly) in  order to provide liquidity or other enhancement for such Conduit Lender’s Commercial Paper  Notes or other senior indebtedness.  “Liquidity Provider” means any lender, credit enhancer, or liquidity provider that is at any  time party to a Liquidity Agreement or any successor or assign of such lender, credit enhancer, or  liquidity provider or any similar entity with respect to any permitted assignee of a Conduit Lender.  “Loan” means any loan made by a Lender pursuant to Section 2.02.  “Loan Request” means a letter in substantially the form of Exhibit A hereto executed and  delivered by the Borrower to the Administrative Agent and the Group Agents pursuant to Section  2.02(a).  “Lock-Box” means a post office box maintained by a Lock-box Bank relating to a  Collection Account.  “Lock-Box Bank” means any of the banks party to a Lock-box agreement.  “Loss Ratio” means, with respect to any Settlement Period, a ratio (expressed as a  percentage) calculated as (i) the sum of the Financed Unpaid Balances of all Defaulted Receivables  (other than any Defaulted Receivables that have been written off) that constitute Pool Receivables  as of the Cut-off Date for such Settlement Period, plus, without duplication, the sum of all Losses    747634416.3 21671763747634416.9 21671763 32     during such Settlement Period, divided by (ii) the aggregate Financed Unpaid Balance of all Pool  Receivables that constitute Eligible Receivables as of the Cut-off Date for such Settlement Period.  “Loss Reserve” means as of any time of determination, the product of (i) the result of  (A) one (1) minus (B) the Weighted Average Advance Rate for the Receivable Pool as of such  time of determination, multiplied by (ii) the Net Portfolio Balance on such time of determination.  “Losses” means the Financed Unpaid Balance (net of recoveries) of any Pool Receivables  that have been, or should have been, written-off as uncollectible by the Servicer in accordance  with the Credit and Collection Policies.  “Material Adverse Effect” means with respect to any event or circumstance, a material  adverse effect on:  (a) (i) if a particular Person is specified, the ability of such Person to perform  its obligations under this Agreement or any other Transaction Document, or (ii) if a  particular Person is not specified, the ability of any ADT Entity or the Servicer to perform  its respective obligations under this Agreement or any other Transaction Document;  (b) (i) the validity or enforceability of any Transaction Document, or (ii) the  value, validity, enforceability, or collectability of all or any portion of Pool Receivables or  the Related Assets with respect thereto;  (c) the assets, operations, business or financial condition of any ADT Entity; or  (d) the status, existence, perfection, priority, enforceability, or other rights and  remedies of any Lender, the Collateral Agent or the Administrative Agent associated with  its respective interest in the Pool Receivables or the Related Assets;  provided, that no Material Adverse Effect shall be deemed to have occurred if any event or  circumstance, individually or in the aggregate, has a material adverse effect as set forth above on  only an insignificant portion of the Pool Receivables and the Related Assets, and after the  occurrence of such event or circumstance, the Aggregate Principal does not exceed the Borrowing  Base.  “Material Subsidiary” means, in respect of any Person, any Subsidiary of such Person that  satisfies (or would have satisfied) the definition of “Material Subsidiary” in the ADT Credit  Agreement as such definition is in effect on the Closing Date.  “Maturity Date” means the earlier of (a) the Acceleration Date, and (b) the date which is  60 months after the Termination Date.  “Mizuho” has the meaning set forth in the preamble to this Agreement.  “Monitoring Services”  means the monitoring and notification services provided by ADT  under any contract which give rise to the Service Charge Receivables.  





 






  747634416.3 21671763747634416.9 21671763 33     “Monthly Collections” means, with respect to each Settlement Date, the aggregate amount  of Collections deposited to the Payment Account during the immediately preceding Settlement  Period, plus any Deemed Collections with respect to such Settlement Period deposited to the  Payment Account three (3) Business Days prior to such Settlement Date as required pursuant to  Section 3.02.    “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a  nationally recognized statistical rating organization.  “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of  ERISA.  “Net Portfolio Balance” means, at any time in any calendar month:  (a) prior to applying Collections in accordance with Section 3.01(d) on the  Settlement Date in such calendar month, an amount equal to:  (i) the aggregate Financed Unpaid Balance, determined as of the most  recent Cut-off Date, of all Eligible Receivables included in the Receivable Pool on  such Cut-off Date (excluding any Eligible Receivables added to the Receivable  Pool through Transfers occurring after such Cut-off Date), minus   (ii) the sum of:  (x) the Excess Concentration Amount determined as of the most  recent Cut-off Date (without giving effect to any Transfers that occurred  after such Cut-off Date), plus   (y) without duplication of any amounts already removed from  the Net Portfolio Balance (including as a result of the related Pool  Receivable no longer constituting an Eligible Receivable), all cash  Collections and security deposits allocable to the reduction of the Financed  Unpaid Balances of such Eligible Receivables as of the most recent Cut-off  Date that have not yet been applied to reduce such Financed Unpaid  Balances as of such Cut-off Date, plus   (z) without duplication of any such amounts already removed  from the Net Portfolio Balance (including as result of the related Pool  Receivable no longer constituting an Eligible Receivable), the aggregate  amount, as of the end of the most recent Cut-off Date, for all Pool  Receivables that are Eligible Receivables, of all Dilutions and discounts,  rebates or other credits that reduce the Financed Unpaid Balance in respect  of such Pool Receivables that have not yet been applied to reduce such  Financed Unpaid Balances as of such Cut-off Date; and   (b) upon and after applying Collections in accordance with Section 3.01(d) on  the Settlement Date in such calendar month, an amount equal to:    747634416.3 21671763747634416.9 21671763 34     (i) the amount determined pursuant to clause (a)(i) above, plus   (ii) the aggregate Financed Unpaid Balance, determined as of the most  recent Cut-off Date, of all Eligible Receivables that were added to the Receivable  Pool after such Cut-off Date as a result of any Transfers that occurred after such  Cut-off Date and prior to the time of determination of the Net Portfolio Balance  pursuant to this clause (b), minus   (iii) the sum of:  (x) the Excess Concentration Amount determined as of the most  recent Cut-off Date with respect to the combined Receivable Pool that  includes any Receivables that were added to the Receivable Pool as a result  of any Transfers that occurred after such Cut-off Date and prior to the time  of determination of the Net Portfolio Balance pursuant to this clause (b),  based on Financed Unpaid Balances as of such Cut-off Date, plus   (y) without duplication of any amounts already removed from  the Net Portfolio Balance (including as a result of the related Pool  Receivable no longer constituting an Eligible Receivable), all cash  Collections and security deposits allocable to the reduction of the Financed  Unpaid Balances of any Eligible Receivables in the combined Receivable  Pool (including Receivables Transferred since the most recent Cut-off Date  and prior to the time of determination of the Net Portfolio Balance pursuant  to this clause (b)) as of the most recent Cut-off Date that have not yet been  applied to reduce such Financed Unpaid Balances as of such Cutoff Date,  plus  (z) without duplication of any such amounts already removed  from the Net Portfolio Balance (including as result of the related Pool  Receivable no longer constituting an Eligible Receivable), the aggregate  amount, as of the most recent Cut-off Date, of all Dilutions and discounts,  rebates or other credits that reduce the Financed Unpaid Balance in respect  of Pool Receivables that are Eligible Receivables in the combined  Receivable Pool (including Receivables Transferred since the most recent  Cut-off Date and prior to the time of determination of the Net Portfolio  Balance pursuant to this clause (b)) as of the most recent Cut-off Date that  have not yet been applied to reduce such Financed Unpaid Balances as of  such Cut-off Date.  “Non-Consenting Lender” is defined in Section 4.04(b).  “Non-Public Obligor Data” means all Obligor Information that may constitute nonpublic  and/or personal information protected under the Privacy Requirements.   “Obligations” means Borrower Obligations and ADT Obligations.    747634416.3 21671763747634416.9 21671763 35     “Obligor” means a Person obligated to make payments under a Contract with respect to a  Receivable, including any guarantor thereof.  “Obligor Information” means any personally identifiable information or records in any  form (oral, written, graphic, electronic, machine-readable, or otherwise) relating to an Obligor,  including but not limited to: an Obligor’s name, address, telephone number, account number, or  transactional account history, account status; the fact that the Obligor has a relationship with ADT  or any of its Affiliates; and any other personally identifiable information, in each case, other than  any such information provided in a manner that does not personally identify such Obligor and in  compliance with applicable Privacy Requirements.   “Original Term” means, with respect to any Receivable, the total number of months over  which monthly installment payments are due under the related Contract.  “Originator” means ADT in its capacity as Originator under the Sale Agreement.  “Other Connection Taxes” means, with respect to an Affected Person, Taxes imposed as a  result of a present or former connection between the Affected Person and the jurisdiction imposing  such Tax (other than connections arising from the Affected Person having executed, delivered,  become a party to, performed its obligations under, received payments under, received or perfected  a security interest under, engaged in any other transaction pursuant to or enforced any Transaction  Document, or sold or assigned an interest in any Loan or Transaction Document.  “Other Taxes” means all present or future stamp, court or documentary, intangible,  recording, filing and other similar Taxes payable or determined to be payable in connection with  the execution, delivery, filing, recording, delivery, performance, enforcement or registration of,  from the receipt or perfection of a security interest under, or otherwise with respect to, this  Agreement or the other Transaction Documents, or with respect to the Pool Receivables, except  any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other  than pursuant to an assignment request by the Borrower under Section 4.04(b)).  “Parent” means ADT Inc., a Delaware corporation.  “Participant” has the meaning set forth in Section 12.03(b).  “Participant Register” has the meaning set forth in Section 12.03(b).  “Paydown Notice” means a notice in substantially the form of Exhibit H hereto executed  and delivered by the Borrower to the Agents pursuant to Section 3.02(b).  “Payment Account” means the segregated account of the Borrower described as such on  Schedule II and any successor account maintained with an Eligible Bank in accordance with  Section 3.04.   “Payment Recipient” has the meaning assigned to it in Section 10.12(a).  “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in  ERISA and any successor entity performing similar functions.    747634416.3 21671763747634416.9 21671763 36     “Performance Support Agreement” means the Amended and Restated Performance  Support Agreement, dated on or about the Closing Date, among the Parent, the Administrative  Agent and the Collateral Agent, in form and substance acceptable to the Collateral Agent, the  Administrative Agent and the Required Lenders.  “Permitted Adverse Claims” means any Lien (a) created under the Transaction Documents  in favor of the Lenders, the Collateral Agent, the Administrative Agent, the Affected Persons, and  the Group Agents, (b)  created under the Sale Agreement in favor of the Borrower, or (c) as to  which no enforcement collection, execution, levy, or foreclosure proceeding shall have been  commenced or threatened and that solely secure the payment of taxes, assessments and/or  governmental charges or levies, if and to the extent the same are either (x) not yet due and payable,  or (y) being contested in good faith and as to which adequate reserves have been provided in  accordance with GAAP, but, in any case, only to the extent that such Lien securing payment of  such taxes or assessments or other governmental charges constitutes an inchoate tax lien.  “Permitted Lien Filings” has the meaning set forth in Section 6.01(j).  “Person” means an individual, partnership, corporation (including a business trust), joint  stock company, trust, unincorporated association, joint venture, limited liability company or other  entity, or a government or any political subdivision or agency thereof.  “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject  to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and  in respect of which any ADT Entity or any ERISA Affiliate thereof is (or, if such plan were  terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in  Section 3(5) of ERISA.  “Pool Deficiency Amount” means as of any time of determination, an amount equal to the  sum, without duplication, of (i) the amount, if any, necessary to reduce the Aggregate Principal at  such time to an amount equal to the Borrowing Base at such time, plus (ii) the amount, if any,  which is necessary to reduce the aggregate Principal of all Exiting Lenders to zero, plus (iii) the  amount, if any, necessary to reduce the Aggregate Principal to an amount equal to the Facility  Limit, plus (iv) the amount, if any, necessary to reduce each Group’s aggregate Principal to an  amount equal to the related  Group Loan Limit.  “Pool Receivable” means a Receivable in the Receivable Pool.  “Prime Rate” means a rate per annum equal to the rate of interest quoted in the print edition  of The Wall Street Journal, Money Rates Section as the USA “Prime Rate”, as published for such  day (or, if such day is not a Business Day, for the preceding Business Day), or, if such rate is not  so published for any day which is a Business Day, the rate announced by the Administrative Agent  from time to time as its prime rate of interest at its principal office in New York, New York, such  rate to change as and when such designated rate changes.    “Principal” means, with respect to any Lender, the aggregate principal amount of all Loans  made to the Borrower by such Lender pursuant to Article II, as reduced from time to time by  Collections distributed and applied on account of such Principal pursuant to Section 3.01;  provided, that if such Principal shall have been reduced by any distribution and thereafter all or a  





 






  747634416.3 21671763747634416.9 21671763 37     portion of such distribution is rescinded or must otherwise be returned for any reason, such  Principal shall be increased by the amount of such rescinded or returned distribution as though it  had not been made.  “Privacy Requirements” means (i) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §  6801 et seq.; (ii) federal regulations implementing such act and codified at 12 C.F.R. Part 1016  and 16 C.F.R. Part 313; (iii) Interagency Guidelines Establishing Standards For Safeguarding  Obligor Information and codified at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568, and  570, and 16 C.F.R. Part 314; (iv) the Health Insurance Portability and Accountability Act of 1996,  29 U.S.C. § 1181 et seq.; (v) the California Consumer Privacy Act of 2018, CAL. CIV. CODE §  1798.100 et seq. and implementing regulations, and (vi) other applicable federal, state and local  laws, rules, regulations, and orders relating to the privacy and security of Obligor Information  including, but not limited to, information security requirements promulgated by the Massachusetts  Office of Consumer Affairs and Business Regulation and codified at 201 C.M.R. Part 17.00.   “Product Type” means the type of product sold to the Obligor under the Contract, including  “Tier 1”, “Tier 2”, “Tier 3”, “Burglar Alarm” or “CCTV”, each as designated in accordance with  ADT’s Credit & Collection Policy.  “Program Administration Agreement” means that certain administration agreement  between a Conduit Lender and Program Administrator governing certain aspects of the  administration of such Conduit Lender’s commercial paper facility or any other agreement having  similar purposes, as in effect from time to time.  “Program Administrator” means, with respect to any Conduit Lender, the administrator  designated for such Conduit Lender under its Program Administration Agreement.  “Program Information” is defined in Section 12.08.  “Program Support Provider” means, with respect to a Conduit Lender, any Enhancement  Provider, any Liquidity Provider and any bank, insurance company or other funding institution  providing liquidity, credit enhancement or back-up purchase support or facilities to such Conduit  Lender.  “Ratable Share” means, for any Group, (x) at any time prior to the  Termination Date, a  percentage equal to (a) the Group Loan Limit of such Group divided by (b) the Facility Limit and  (y) at any time from and after the Termination Date, zero.  “Rate Tranche” means, at any time, a portion of a Lender’s Principal selected by the  applicable Group Agent pursuant to Section 2.03 and designated as a Rate Tranche solely for  purposes of computing Interest.  “Receivable” means any right to payment from a Person, whether constituting an account,  chattel paper, instrument, or a general intangible (as such terms are defined under the UCC), arising  from the financing of the sale and installation costs of Equipment by ADT pursuant to a Contract  and including any payment obligations of such Person with respect thereto; provided, however that  no right to payment or other indebtedness owing by a Sanctioned Person shall (i) constitute a    747634416.3 21671763747634416.9 21671763 38     Receivable, (ii) be deemed to have been sold or contributed to the Borrower by ADT pursuant to  the Sale Agreement, or (iii) pledged hereunder by the Borrower.  “Receivable Pool” means at any time all of the outstanding Receivables that have been  sold, assigned, contributed or otherwise transferred to the Borrower from time to time pursuant to  the Sale Agreement (including all “Transferred Receivables” as defined in the Sale Agreement).  “Records” means all Contracts and other documents, instruments, books, records, purchase  orders, agreements, reports, and other information (including computer programs, tapes, disks,  other information storage media, data processing software, and related property and rights)  prepared or maintained by ADT, the Servicer, or the Borrower, respectively, with respect to the  Pool Receivables, the Related Assets, the related Service Charge Receivables and the Obligors of  such Pool Receivables.  For the avoidance of doubt, “Records” shall include any Chattel Paper  (tangible or electronic) evidencing any Pool Receivables.  “Reference Time” with respect to any setting of the then-current Benchmark means (1) if  such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London  banking days preceding the date of such setting, and (2) if such Benchmark is not the LIBO Rate,  the time determined by the Administrative Agent in its reasonable discretion.  “Register” has the meaning set forth in Section 12.03(e).  “Related Assets” means (a) with respect to any Pool Receivable, (x) all security interests,  hypothecations, reservations of ownership, liens, or other Adverse Claims, and property subject  thereto from time to time purporting to secure payment of such Pool Receivable, including  pursuant to the Contract pursuant to which such Pool Receivable was originated, together with all  financing statements, registrations, hypothecations, charges, or other similar filings or instruments  against an Obligor and all security agreements describing any collateral securing such Pool  Receivable, if any, (y) all interest in any Equipment relating to any Contract giving rise to such  Pool Receivable in respect of which such Equipment is sold or purported to be sold by ADT,  including without limitation, the right to repossess such Equipment, and (z) all guarantees,  insurance policies, and other agreements or arrangements of whatsoever character from time to  time supporting of such Pool Receivable whether pursuant to the Contract pursuant to which such  Pool Receivable was originated, including any obligation of any party under the Transaction  Documents to promptly deposit amounts received in respect of Collections to an account, (b) all  Collections in respect of, and other proceeds of, such Pool Receivable in respect of the period from  and after the Cut-off Date immediately preceding the Transfer Date relating to such Pool  Receivables, (c) all rights and remedies (but none of the obligations) of the Borrower under the  Sale Agreement and the other Transaction Documents and any other rights or assets pledged, sold,  or otherwise transferred to the Borrower thereunder, and (d) all the products and proceeds of any  of the foregoing; provided, that the term “Related Assets” when used to refer to the Related Assets  sold, assigned, contributed or transferred to the Borrower under the Sale Agreement shall refer to  such term as defined in the Sale Agreement.  “Related Conduit Lender” means, with respect to any Lender, each Conduit Lender which  is, or pursuant to any Assignment and Acceptance Agreement or otherwise pursuant to this  Agreement becomes, included as a Conduit Lender in such Lender’s Group, as designated on its    747634416.3 21671763747634416.9 21671763 39     signature page hereto or in such Assignment and Acceptance Agreement or other agreement  executed by such Lender, as the case may be.  “Related Lender” means with respect to any Conduit Lender, each Lender listed as a  Related Lender for each Conduit Lender as set forth on the signature pages of this Agreement or  in any Assignment and Acceptance Agreement.  “Relevant Governmental Body” means the Board of Governors of the Federal Reserve  System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened  by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New  York, or any successor thereto.  “Remaining Term” means, as of any date of determination, with respect to any Receivable,  the number of remaining unpaid monthly installment payments due under the related Contract for  the payment of the Financed Unpaid Balance following such date of determination.    “Reporting Date” is defined in Section 3.01.  “Required Lenders” means, at any time, Lenders whose aggregate Principal at such time  aggregate to more than 50.00% of the Lenders’ Aggregate Principal at such time; provided,  however, that if at such time any Lender is a Defaulting Lender, the Principal of such Defaulting  Lender shall be disregarded for purposes of determining the Required Lenders unless such  Defaulting Lender is the sole Lender or all Lenders are Defaulting Lenders.  “Required Reserves” means the sum of (i) the Loss Reserve, (ii) the Interest and Fee  Reserve, and (iii) the Conditional Service Guaranty Reserve.  At any time during any calendar  month prior to applying Collections in accordance with Section 3.01(d) on the Settlement Date in  such calendar month, the Required Reserves shall be calculated as of the most recent Cut-off Date  without giving effect to any Transfers occurring after such Cut-off Date.  At any time during any  calendar month after applying Collections in accordance with Section 3.01(d) on the Settlement  Date in such calendar month, the Required Reserves shall be calculated based upon (x) the  combined Receivable Pool that includes any Receivables that were added to the Receivable Pool  as a result of any Transfers that occurred after such Cut-off Date, based on Financed Unpaid  Balances as of such Cut-off Date and (y) data with respect to all applicable Receivables as of such  Cut-off Date.  “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK  Financial Institution, a UK Resolution Authority.  “Response Date” is defined in Section 2.05.  “Responsible Officer” means in respect of an ADT Entity or the Servicer any executive  officer, assistant treasurer, treasurer, or controller of such ADT Entity, and any other officer of  such ADT Entity or the Servicer, as the case may be, responsible for the administration of this  Agreement.  “Retained Interest” has the meaning set forth in Section 12.19.    747634416.3 21671763747634416.9 21671763 40     “S&P” means S&P Global Ratings and any successor thereto that is a nationally recognized  statistical rating organization.  “Sale Agreement” has the meaning set forth in the Preliminary Statements.  “Sanctioned Country” means, at any time, a country or territory which is the subject or  target of any Sanctions, including, without limitation, as of the date hereof, Cuba, Crimea  (Ukraine), Iran, Sudan, Syria, and North Korea.  “Sanctioned Person” means, at any time, (a) any Person currently the subject or the target  of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons  maintained by OFAC (or any successor thereto) or the U.S. Department of State, available at:   http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise  published from time to time; (b) that is fifty-percent or more owned, directly or indirectly, in the  aggregate by one or more Persons described in clause (a) above; (c) that is operating, organized or  resident in a Sanctioned Country; (d) with whom engaging in trade, business, or other activities is  otherwise prohibited or restricted by Sanctions; or (e) (i) an agency of the government of a  Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person  resident in a Sanctioned Country, to the extent subject to a sanctions program administered by  OFAC.  “Sanctions” is defined in Section 6.01(y)(ii).  “Sanctions Laws” is defined in Section 6.01(y)(ii).  “SEC” means the U.S. Securities and Exchange Commission.  “Securities Exchange Act” means the United States Securities Exchange Act of 1934, as  amended.  “Second Largest State” means as of any date of determination, the state (or commonwealth)  in the United States, in respect of which the second largest amount of aggregate Financed Unpaid  Balances of Eligible Receivables in the Receivable Pool in respect of Obligors with Billing  Addresses in such state (or commonwealth) relate.  “Secured Parties” means each Credit Party, each Indemnified Party and each Affected  Person.  “Service Charge Receivable” means any right to payment from a Person, whether  constituting an account, chattel paper, instrument, a payment intangible or a general intangible (as  such terms are defined under the UCC), arising from ADT’s providing the Monitoring Services  pursuant to a contract and including any payment obligations of such Person with respect thereto.  “Servicer” has the meaning set forth in the preamble to this Agreement.  “Servicing Fee” means in respect of the Receivable Pool, for any day, an amount equal to  the product of (i) the Servicing Fee Rate, times the Financed Unpaid Balance of all Pool  Receivables at the end of such day, and (ii) 1/360.  





 






  747634416.3 21671763747634416.9 21671763 41     “Servicing Fee Rate” means 0.50%.  “Set-off Party” is defined in Section 12.04.  “Settlement Date” means (a) the twentieth (20th) day of each calendar month (or, if such  day is not a Business Day, the immediately succeeding Business Day), and (b) on and after the  Acceleration Date, each additional day selected from time to time by the Administrative Agent (it  being understood that the Administrative Agent may select such Settlement Date to occur daily);  provided, that the first Settlement Date shall be July 20, 2021; provided, further, that the last  Settlement Date shall be the Final Payout Date.  “Settlement Period” means each calendar month; provided, that the last Settlement Period  shall end on the Final Payout Date.  “SOFR” means, with respect to any Business Day,  a rate per annum equal to the secured  overnight financing rate for such Business Day publishedas administered by the SOFR Administrator  on the SOFR Administrator’s Website on the immediately succeeding Business Day.  “SOFR Adjustment” means a percentage equal to 0.10% (10.00 basis points) per annum.  “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor  administrator of the secured overnight financing rate).  “SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New  York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight  financing rate identified as such by the SOFR Administrator from time to time.  “SOFR Determination Day” has the meaning specified in the definition of “Adjusted Daily  Simple SOFR”.  “SOFR Rate Day” has the meaning specified in the definition of “Adjusted Daily Simple SOFR”.  “Structuring Agent” means Mizuho, in its capacity as structuring agent for the transactions  contemplated by this Agreement and the other Transaction Documents.  “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company  or other entity of which shares of stock of each class or other interests having ordinary voting  power (other than stock or other interests having such power only by reason of the happening of a  contingency) to elect a majority of the board of directors or other managers of such entity are at  the time owned, or management of which is otherwise controlled:  (a) by such Person, (b) by one  or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such  Person.  “Successor Notice” is defined in Section 8.01.  “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings  (including backup withholding), assessments, fees or other charges imposed by any Governmental  Authority, including any interest, additions to tax or penalties applicable thereto.    747634416.3 21671763747634416.9 21671763 42     “Telco98” means the numeric credit modeling score developed by Equifax.   “Termination Date” means the earlier to occur of (a) October 28May 22, 20222023 (the  “Scheduled Termination Date”), and (b) the occurrence of an Event of Termination.  “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable  Reference Time, the forward-looking term rate based on SOFR that has been selected or  recommended by the Relevant Governmental Body.  “Term SOFR Notice” means a notification by the Administrative Agent to the Group  Agents and the Borrower of the occurrence of a Term SOFR Transition Event.  “Term SOFR Transition Event” means the determination by the Administrative Agent that  (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the  administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a  Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in  accordance with Section 2.05 that is not Term SOFR.  “Third Largest State” means, as of any date of determination, the state (or commonwealth)  in the United States, in respect of which the third largest amount of aggregate Financed Unpaid  Balances of Eligible Receivables in the Receivable Pool in respect of Obligors with Billing  Addresses in such state (or commonwealth) relate.  “Tranche Principal” means in relation to any Rate Tranche and any Lender, the amount of  such Lender’s Principal allocated by the related Group Agent to such Rate Tranche pursuant to  Article II; provided, that at all times the aggregate amounts allocated to all Rate Tranches of all  Lenders shall equal the Aggregate Principal; provided, further, that at all times the aggregate  amounts allocated to all Rate Tranches in respect of any Lender shall equal the aggregate Principal  of such Lender.  “Transaction Documents” means (i) this Agreement, the Sale Agreement, the Fee Letters,  each Control Agreement, the limited liability company agreement of the Borrower, the  Performance Support Agreement, all amendments, waivers and other modification to any of the  above-referenced agreements executed and delivered by any ADT Entity, and (ii) each other  agreement designated as a “Transaction Document” by the Administrative Agent, the Borrower  and ADT.  “Transfer” means a sale or contribution of Receivables and Related Assets by the  Originator to the Borrower under the Sale Agreement.  “Transfer Date” means the date on which a Transfer occurs under the Sale Agreement.  “True Sale” means, with respect to any Receivable, the sale, contribution or transfer of an  ownership interest in such Receivable (not the granting of a security interest therein), within the  meaning of all applicable Law, including the Bankruptcy Code, which sale or transfer was not  made with the intent to hinder, delay or defraud any present or future creditors and is not voidable  or subject to avoidance under the Bankruptcy Code.    747634416.3 21671763747634416.9 21671763 43     “UCC” means the Uniform Commercial Code as from time to time in effect in the  applicable jurisdiction.  “UK Financial Institution” means any BRRD Undertaking (as such term is defined under  the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential  Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended  from time to time) promulgated by the United Kingdom Financial Conduct Authority, which  includes certain credit institutions and investment firms, and certain Affiliates of such credit  institutions or investment firms.  “UK Resolution Authority” means the Bank of England or any other public administrative  authority having responsibility for the resolution of any UK Financial Institution.  “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement  excluding the related Benchmark Replacement Adjustment.  “Unmatured Event of Termination” means an event that but for notice or lapse of time or  both would constitute an Event of Termination.  “Unpaid Balance” means, as of any time with respect to a Receivable, an amount equal to  the sum of all remaining unpaid monthly installment payments owed by the related Obligor in  respect of such Receivable under the related Contract as of such time of determination.  “USA PATRIOT Act” means the Uniting and Strengthening America by Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L.  No. 107 56 (signed into law October 26, 2001)).  “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday  or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed  income departments of its members be closed for the entire day for purposes of trading in United States  government securities.  “Voting Securities” of any Person means the stock or other ownership or equity interests,  of whatever class or classes, the holders of which ordinarily have the power to vote for the election  of the members of the board of directors, managers, trustees, or other voting members of the  governing body of such Person (other than stock or other ownership or equity interests having such  power only by reason of the happening of a contingency).  “Weighted Average Advance Rate” means, as of any date of determination, the lesser of  (A) 85.00%, and (B) the percentage obtained by (i) multiplying the Advance Rate applicable to  each Eligible Receivable in the Receivable Pool with a fraction, (x) the numerator of which is the  Financed Unpaid Balance of such Eligible Receivable, and (y) the denominator of which is the  aggregate Financed Unpaid Balance of all Eligible Receivables in the Receivable Pool, and  (ii) summing all of the products calculated pursuant to clause (i).  “Weighted Average Life” means, as of any date of determination, with respect to all  Receivables in the Receivable Pool which are Eligible Receivables, the number of months obtained  by:    747634416.3 21671763747634416.9 21671763 44     (a) summing the products obtained by multiplying (i) the Average Life as of  such date of determination of each such Receivable, by (ii) the Financed Unpaid Balance  of such Pool Receivable;  and dividing such sum by:  (b) the aggregate Financed Unpaid Balances at such time of all Pool  Receivables which are Eligible Receivables.  “Weighted Average Swap Rate” means, as of any date of determination, the interpolated  swap rate on such date for a notional USD LIBORSOFR fixed-to-floating interest rate swap (as  such SOFR swap rate is published by a nationally recognized source, including by Bloomberg on  page IRSB (under SOFR Swap tab) or under ticker USOSFR1 for 1-year SOFR swap rate,  USOSFR2 for 2-year SOFR swap rate, and USOSFR3 for 3-year SOFR swap rate having a tenor  (expressed in years) equal to the quotient of the Weighted Average Life as of such date, divided  by 12; provided, however, that if on any date of determination the LIBO RateAdjusted Daily  Simple SOFR is no longer the Benchmark or if the Administrative Agent has determined that the  USD LIBORSOFR swap rates necessary for such interpolation are no longer published by a  nationally recognized source for interest and swap rate quotations, then either (a) the foregoing  reference to “USD LIBORSOFR” shall be deemed to mean (and to have been replaced by) a  substitute reference rate corresponding to the Benchmark and selected by the Administrative  Agent, for which swap rates at the necessary tenors are then being published a nationally  recognized source for interest and swap rate quotations, or (b) if in the Administrative Agent’s  judgment (i) no substitute reference rate meeting the criteria set forth in clause (a) above is then  available or (ii) the applicable published swap rates do not adequately and fairly reflect the cost of  entering into actual fixed-to-floating interest rate swaps based on such reference rate and having  the applicable tenors, then the “Weighted Average Swap Rate” shall mean any substitute rate per  annum selected by the Administrative Agent in its reasonable discretion.  For purposes of this  definition, any interpolated swap rate shall be determined by the Administrative Agent (which  determination shall be conclusive and binding absent manifest error) as the swap rate that results  from interpolating on a linear basis between: (A) the applicable swap rate for the longest tenor  then published by a nationally recognized source for interest and swap rate quotations that is  shorter than the tenor of the applicable notional interest rate swap (calculated as the Weighted  Average Life as of such date, divided by 12) and (B) the applicable swap rate for the shortest tenor  then published by a nationally recognized source for interest and swap rate quotations that is longer  than the tenor of the applicable notional interest rate swap (calculated as the Weighted Average  Life as of such date, divided by 12).  “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete  or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle  E of Title IV of ERISA.  “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution  Authority, the write-down and conversion powers of such EEA Resolution Authority from time to  time under the Bail-In Legislation for the applicable EEA Member Country, which write-down  and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect  to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In  





 






  747634416.3 21671763747634416.9 21671763 45     Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial  Institution or any contract or instrument under which that liability arises, to convert all or part of  that liability into shares, securities or obligations of that Person or any other Person, to provide  that any such contract or instrument is to have effect as if a right had been exercised under it or to  suspend any obligation in respect of that liability or any of the powers under that Bail-In  Legislation that are related to or ancillary to any of those powers.  SECTION 1.02.  Other Interpretative Matters.  All accounting terms not specifically  defined herein shall be construed in accordance with GAAP.  All terms used in Article 9 of the  UCC in the State of New York and not specifically defined herein, are used herein as defined in  such  Article 9.  Unless otherwise expressly indicated, all references herein to “Article,” “Section,”  “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this  Agreement.  For purposes of this Agreement, unless the context otherwise requires: (a) references  to any amount as on deposit or outstanding on any particular date means such amount at the close  of business on such day; (b) the words “hereof,” “herein” and “hereunder” and words of similar  import refer to this Agreement as a whole and not to any particular provision of this Agreement  (and the words “thereof,” “therein” and “thereunder” have a corresponding meaning when used  with other agreements or documents); (c) references to any Article, Section, Schedule or Exhibit  are references to Articles, Sections, Schedules and Exhibits in or to such agreement (or the  certificate or other document in which the reference is made), and references to any paragraph,  subsection, clause or other subdivision within any Section or definition refer to such paragraph,  subsection, clause or other subdivision of such Section or definition; (d) the term “including”  means “including without limitation”; (e) references to any Applicable Law where a particular  date or timeframe is relevant refer to that Applicable Law as amended or otherwise modified and  as in effect on such date or within such timeframe and, if applicable, includes any successor  Applicable Law; (f) references to any agreement where a particular date or timeframe is relevant  refer to that agreement as amended or otherwise modified and as in effect on such date or within  such timeframe; otherwise references to any agreement refer to that agreement as from time to  time amended, restated, extended, or supplemented or as the terms of such agreement are waived  or modified in accordance with its terms; (g) references to any Person include that Person’s  permitted successors and assigns; (h) headings and captions are for purposes of reference only and  shall not otherwise affect the meaning or interpretation of any provision hereof; (i) unless  otherwise provided, in the calculation of time from a specified date to a later specified date, the  term “from” means “from and including”, and the terms “to” and “until” each means “to but  excluding”; (j) terms in one gender include the parallel terms in the neuter and opposite gender;  (k) references to any amount as on deposit or outstanding on any particular date means such  amount at the close of business on such day and (l) the term “or” is not exclusive.  ARTICLE II    TERMS OF THE LOANS  SECTION 2.01.  Loan Facility.  Upon a request by the Borrower pursuant to Section 2.02,  and on the terms and subject to the conditions hereinafter set forth, the Lenders may, in their  respective sole discretion, make Loans to the Borrower from time to time on a revolving basis,  during the period from the Closing Date to the Termination Date.  Under no circumstances shall  any Lender be obligated to make any such Loan to the extent that, after giving effect to such Loan    747634416.3 21671763747634416.9 21671763 46     and all other Loans being made on the proposed Borrowing Date and the application of Collections  pursuant to Section 3.01(d) on such date:  (i) the Aggregate Principal would exceed the Facility Limit;  (ii) the sum of (A) the Principal of such Lender, plus (B) the aggregate  outstanding Principal of the other Lenders in its Group, would exceed the Group Loan  Limit of such Lender’s Group;  (iii) the aggregate outstanding Principal of such Lender would exceed its  Lender Loan Limit; or  (iv) the Aggregate Principal would exceed the Borrowing Base.  The Borrower may use the proceeds of the Loans to (w) purchase the Existing Receivable Pool,  (x) pay the purchase price of Receivables and Related Assets under the Sale Agreement, (y) pay  its other expenses and liabilities under the Transaction Documents or (z) make distributions in  respect of its equity to the extent permitted under this Agreement.  SECTION 2.02.  Making Loans.    (a) The Borrower hereby requests an initial Loan in the principal amount of  $130,357,302.35 to be made on the Closing Date (the “Initial Loan”) as contemplated in Section  5.03, the proceeds of which shall be retained by the Lenders as contemplated in such Section 5.03.   Each other Loan hereunder shall be made on at least five (5) days’ prior written request from the  Borrower to the Administrative Agent and each Group Agent in the form of a Loan Request  attached hereto as Exhibit A.  Each such request for a Loan shall be made no later than 11:00 a.m.  (New York City time) on a Business Day (it being understood that any such request made after  such time shall be deemed to have been made on the following Business Day) and shall specify (i)  the amount of the Loan(s) requested (which shall not be less than $1,000,000 and shall be an  integral multiple of $100,000), (ii) the account to which the proceeds of such Loans shall be  distributed, (iii) the date such requested Loan is to be made (which shall be a Business Day and a  Settlement Date) (a “Borrowing Date”), (iv) a detailed list of the Receivables, if any, proposed to  be sold to the Borrower on such proposed Borrowing 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, 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 in each case as of the immediately preceding Cut-off Date, and (v) an Information  Package in respect of the Settlement Period immediately preceding such proposed Borrowing Date  specified in such Loan Request and as of the most recent Cut-off Date  and which shall also contain  the pro forma information regarding any such proposed Loans required by Section 3.01(c).  (b) Not later than 1:00 pm (New York City time) on the same Business Day of  its receipt of a Loan Request together with the related Information Package pursuant to the  foregoing clause (a) (it being understood that if any such Loan Request or Information Package is    747634416.3 21671763747634416.9 21671763 47     received by the Administrative Agent after 11:00 a.m. (New York City time) such Loan 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 Loan Request and Information Package to  each Group Agent along with the allocation of the requested Loans among the Groups (which shall  be ratable based on the Group Loan Limits).  Each Group Agent shall notify the Administrative  Agent no later than 4:00 p.m. (New York City time) on the second (2nd) Business Day preceding  such proposed Borrowing Date whether the Lenders in its Group approve or reject the making of  the requested Loans; provided, that to the extent that any Group Agent does not notify the  Administrative Agent that such Lenders approve such requested Loans on or before 4:00 p.m.  (New York City time) on such day, it shall be deemed to have rejected the requested Loans, unless  on such day and prior to any proposed reallocation by the Administrative Agent of such Group’s  deemed rejected portion of the Ratable Share of the Loans in respect of such requested borrowing,  such non-responding Group Agent approves in writing such proposed borrowing in the full amount  of such requested Loans.  In the event that some but not all of the Groups agree to fund their  Ratable Share of the requested Loans, the Borrower may request the Administrative Agent to re- allocate the rejected portion of the requested Loans, and seek approval among the Groups that  approved the original requested borrowing, based on the Ratable Share of the Group Loan Limits  of such Groups; provided, that there shall be no obligation of any Lender in any Group to fund any  such incremental Loans.  Upon final allocation, which shall in no event result in the Principal of  any Group to exceed its Group Loan Limit, the Administrative Agent shall advise each Group  Agent of the amount of the requested Loans to be funded by each Lender in its Group and the  allocated share of each Lender of such borrowing (the “Allocated Share”), and each such  approving Lender shall make available to the Borrower its Allocated Share of the applicable Loans  on the proposed Borrowing Date in accordance with clause (c) below.  For the avoidance of doubt,  no Lender shall have any obligation to approve any Loan Request and no Loans shall be made on  a day which does not constitute a Settlement Date.    (c) On each Borrowing Date for any Loans which have been requested and  approved in accordance with clause (a) and (b) above, the applicable Lenders shall, upon  satisfaction of the applicable conditions set forth herein (including in Article V) and upon the  completion of the application of Collections in accordance with Section 3.01(d) with respect to  such Settlement Date, make available to the Administrative Agent in immediately available funds  their Allocated Share of the Loans with respect to such borrowing, which shall equal the lesser of:   (i) the amount requested by the Borrower under clause (a) above, and (ii) the amount which, after  giving effect to such Loans and the application of all Collections in accordance with Section  3.01(d), in each case, on such Borrowing Date, is the largest amount that will not cause (a) the  Aggregate Principal to exceed the Facility Limit, or (b) the Aggregate Principal to exceed the  Borrowing Base.  The Administrative Agent shall make all such funds so received available to the  Borrower in like funds, by wire transfer of such funds in accordance with the instructions provided  in the applicable Loan Request.  (d) Unless the Administrative Agent shall have received notice from a Lender   prior to the proposed Borrowing Date that such Lender will not make available to the  Administrative Agent such Lender’s Allocated Share of such borrowing, the Administrative Agent  may assume that such Lender has made such share available on such date in accordance with  Section 2.02(c) and may, in reliance upon such assumption, make available to the Borrower a  corresponding amount.  In such event, if a Lender has not in fact made its Allocated Share of the    747634416.3 21671763747634416.9 21671763 48     applicable borrowing available to the Administrative Agent, then the applicable Lender and the  Borrower severally agree to pay to the Administrative Agent forthwith on demand such  corresponding amount with interest thereon, for each day from and including the date such amount  is made available to the Borrower to but excluding the date of payment to the Administrative  Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds  Effective Rate and a rate determined by the Administrative Agent in accordance with banking  industry rules on interbank compensation, and (ii) in the case of a payment to be made by the  Borrower, the interest rate applicable to the Loans.  If the Borrower and such Lender shall pay  such interest to the Administrative Agent for the same or an overlapping period, the Administrative  Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for  such period.  If such Lender pays its Allocated Share of the applicable borrowing to the  Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in  such Borrowing.    (e) No Lender shall be responsible for the failure of any other Lender to make  funds available to the Borrower in connection with any Loan hereunder.  (f) Unless the Administrative Agent shall have received notice from the  Borrower prior to the date on which any payment is due to the Administrative Agent for the  account of the Lenders hereunder that the Borrower will not make such payment, the  Administrative Agent may assume that the Borrower has made such payment on such date in  accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the  amount due.  In such event, if the Borrower has not in fact made such payment, then each of the  Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so  distributed to such Lender, with interest thereon, for each day from and including the date such  amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the  greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance  with banking industry rules on interbank compensation.  SECTION 2.03.  Interest and Fees.    (a) On each Settlement Date, the Borrower shall, in accordance with the terms  and priorities for payment set forth in Section 3.01, pay to each applicable Group Agent, each  applicable Lender, the Administrative Agent and/or the Structuring Agent certain fees  (collectively, the “Fees”) in the amounts set forth in the fee letter agreements from time to time  entered into, among the Borrower, the members of the applicable Group (or their Group Agent on  their behalf) and/or the Administrative Agent or the Structuring Agent (each such fee letter  agreement, as amended, restated, supplemented or otherwise modified from time to time,  collectively being referred to herein as the “Fee Letter”).  (b) Each Rate Tranche of the Principal of each Lender shall accrue interest on  each day when such Principal remains outstanding at the then applicable Interest Rate for such  Lender and Rate Tranche.  The Borrower shall pay all Interest and Fees accrued during each  Settlement Period on the immediately following Settlement Date in accordance with the terms and  priorities for payment set forth in Section 3.01.  





 






  747634416.3 21671763747634416.9 21671763 49     SECTION 2.04. [Reserved]Adjusted Daily Simple SOFR Conforming Changes.  In  connection with the use or administration of Adjusted Daily Simple SOFR, the Administrative  Agent will have the right, in consultation with the Borrower, to make Conforming Changes from  time to time and, notwithstanding anything to the contrary herein or in any other Transaction  Document, any amendments implementing such Conforming Changes will become effective  without any further action or consent of any other party to this Agreement or any other Transaction  Document.  The Administrative Agent will promptly notify the Borrower and the Group Agents  of the effectiveness of any Conforming Changes in connection with the use or administration of  Adjusted Daily Simple SOFR.    SECTION 2.05.  Extension of the Scheduled Termination Date.  Provided that no  Unmatured Event of Termination or Event of Termination has occurred and is continuing, no  earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current  Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request  an extension of the then current Scheduled Termination Date by submitting a request for an  extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent,  which the Administrative Agent shall, upon receipt, forward to each Group Agent.  Such Extension  Request must specify (i) the date (which must be at least thirty (30) days after the applicable  Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which  each Lender is requested to respond to such Extension Request by (each, a “Response Date”).   Promptly upon receipt of an Extension Request, each Group Agent (on behalf of its Lenders) shall  notify the Servicer (on behalf of the Borrower) as to whether each Lender in its Group approves  such Extension Request (it being understood that each Lender in a Group may accept or decline  such Extension Request in its sole discretion).  The failure of any Lender to affirmatively notify  the Servicer (on behalf of the Borrower) of such Lender’s election regarding such Extension  Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant  the requested extension.  In the event that the Administrative Agent and the Lenders with Lender  Loan Limits which aggregate to an amount at least equal to 75% of the then current Lenders’  Lender Loan Limit shall approve of such request (such date, the “Approval Date”), then the current  Scheduled Termination Date shall be extended to the date which is 364 days after such Approval  Date and each such Lender and the other parties hereto that approved such Extension Request shall  enter into such documents as the Administrative Agent and such Lenders may deem necessary or  appropriate to reflect such extension.  In the event that the Lenders relating to a Group decline an  Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such  Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the  Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination.   If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall  automatically be reduced to zero on the then-current Termination Date, without giving effect to  any other Lenders of any other Group’s agreement to extend the Termination Date, if any.  This  Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the  Termination Date pursuant to an amendment in accordance with Section 12.01.  SECTION 2.06.  Benchmark Replacement.  (a) Benchmark Replacement. Notwithstanding anything to the contrary herein  or in any other TransactionLoan Document, ifupon the occurrence of a Benchmark Transition  Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date    747634416.3 21671763747634416.9 21671763 50     have occurred prior to the Reference Time in respect of any setting of, the Administrative Agent  and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if  with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition  of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark  Replacement will replace such Benchmark for all purposes hereunder and under any Transaction  Document in respect of such Benchmark setting and subsequent Benchmark settings without any  amendment to, or further action or consent of any other party to, this Agreement or any other  Transaction Document and (y) if a Benchmark Replacement is determined in accordance with  clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,  such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under  any Transaction Document in respect of any Benchmark setting at or after.  Any such amendment  with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City  time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is  provided to each Group Agent without any amendment to, or further action or consent of any other  party to, this Agreement or any other Transaction DocumentAdministrative Agent has posted such  proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent  has not received, by such time, written notice of objection to such Benchmark  Replacementamendment from Lenders comprising the Required Lenders.  No replacement of a  Benchmark with a Benchmark Replacement pursuant to this Section 2.06(a) will occur prior to the  applicable Benchmark Transition Start Date.  (b) Notwithstanding anything to the contrary herein or in any other Transaction  Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event  and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect  of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will  replace the then-current Benchmark for all purposes hereunder or under any Transaction  Document in respect of such Benchmark setting and subsequent Benchmark settings, without any  amendment to, or further action or consent of any other party to, this Agreement or any other  Transaction Document; provided that, this clause (b) shall not be effective unless the  Administrative Agent has delivered to the Group Agents and the Borrower a Term SOFR Notice.  (b) (c) Benchmark Replacement Conforming Changes. In connection with the  use, administration, adoption or implementation of a Benchmark Replacement, the Administrative  Agent will have the right to make Benchmark Replacement, in consultation with the Borrower, to  make Conforming Changes from time to time and, notwithstanding anything to the contrary herein  or in any other Transaction Document, any amendments implementing such Benchmark  Replacement Conforming Changes will become effective without any further action or consent of  any other party to this Agreement or any other Transaction Document.  (c) (d) Notices; Standards for Decisions and Determinations. The  Administrative Agent will promptly notify the Borrower and each Group Agent of (i) any  occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in  Election, as applicable, and its related Benchmark Replacement Date, (ii) thethe implementation  of any Benchmark Replacement, and (iiiii) the effectiveness of any Benchmark Replacement  Conforming Changes, (iv) in connection with the use, administration, adoption or implementation  of a Benchmark Replacement.  The Administrative Agent will notify the Borrower of (x) the  removal or reinstatement of any tenor of a Benchmark pursuant to clause (ed) below and (vy) the    747634416.3 21671763747634416.9 21671763 51     commencement or conclusion of any Benchmark Unavailability Period. Any determination,  decision or election that may be made by the Administrative Agent, any Lender or any Group  Agent pursuant to this Section, including any determination with respect to a tenor, rate or  adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any  decision to take or refrain from taking any action or any selection, will be conclusive and binding  absent manifest error and may be made in its or their sole discretion and without consent from any  other party to this Agreement or any other Transaction Document, except, in each case, as  expressly required pursuant to this Section.  (d) (e) Unavailability of Tenor of Benchmark. Notwithstanding anything to the  contrary herein or in any other Transaction Document, at any time (including in connection with  the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate  (including Term SOFR or the LIBO Rate) and either (A) any tenor for such Benchmark is not  displayed on a screen or other information service that publishes such rate from time to time as  selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor  for the administrator of such Benchmark has provided a public statement or publication of  information announcing that any tenor for such Benchmark is not or will be no longernot be  representative, then the Administrative Agent may modify the definition of “Interest Period” (or  any similar or analogous definition) for any Benchmark settings at or after such time to remove  such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause  (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark  (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement  that it is not or will no longernot be representative for a Benchmark (including a Benchmark  Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or  any similar or analogous definition) for all Benchmark settings at or after such time to reinstate  such previously removed tenor.  (e) (f) Benchmark Unavailability Period. During any Benchmark  Unavailability Period, the Interest that would be computed using the LIBO Rate shall be computed  usingcomponent of the Base Rate based upon the then-current Benchmark will not be used in any  determination of the Base Rate.  ARTICLE III    SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS  SECTION 3.01.  Settlement Procedures.  The parties hereto will take the following actions  with respect to each Settlement Date:  (a) By no later than the fifth (5th) Business Day prior to each Settlement Date  and on the Closing Date (each a “Reporting Date” for and related to the Settlement Period ending  immediately prior to such date and, to the extent required in clause (b) below, the Interest Period  ending immediately prior to such Settlement Date), the Servicer shall deliver to the Collateral  Agent and the Administrative Agent, which the Administrative Agent shall, upon receipt, forward  to each Group Agent, an e-mail attaching an Excel file and a file in .pdf or similar format signed  by a Responsible Officer of the Servicer containing the information described in Exhibit D,  including the information calculated by the Servicer pursuant to this Section 3.01 (each, an    747634416.3 21671763747634416.9 21671763 52     “Information Package”) for and related to the Settlement Period ending immediately prior to such  Reporting Date; provided, that the loan level data tape set forth in Exhibit D shall only be required  to be provided in connection with the  Settlement Dates occurring in March, June, September and  December, and upon request thereof by Mizuho, within ten (10) Business Days of such request;  provided further, that during the continuance of an Unmatured Event of Termination or Event of  Termination, the Administrative Agent may (or at the request of the Required Lenders shall)  request, in its reasonable discretion, the Servicer to, and the Servicer agrees to, deliver any  information related to the Pool Receivables and Related Assets, or the transactions contemplated  hereby as the Administrative Agent or the Required Lenders shall request (including a calculation  of the Net Portfolio Balance, the Required Reserves, the Borrowing Base and each component or  subcomponent thereof (including as determined on dates other than as set forth therein), the daily  Collections, etc.) on each Business Day.  (b) On or before the second (2nd) Business Day prior to each Reporting Date,  each Group Agent shall notify the Administrative Agent and the Servicer of (i) the amount of  Interest accrued in respect of each related Rate Tranche funded by the Lenders in each Group for  each day during the most recently ended Settlement Period, and (ii) all Fees accrued each day  during the most recently ended Settlement Period, and (iii) all other amounts payable or to be paid  by the Borrower under this Agreement and the other Transaction Documents on the immediately  succeeding Settlement Date (other than amounts described in clause (c) below) to such Group  Agent or any Lender in, or Affected Person related to, any Group.  Such Interest, Fees and other  amounts accrued in respect of such immediately preceding Settlement Period or Interest Period, as  applicable, shall be due and payable by the Borrower on the next succeeding  Settlement Date.  (c) On each Reporting Date, the Servicer shall include in the Information  Package, calculations, as of the most recent Cut-off Date for the related Settlement Period, the  following:  (i) without taking into account any Receivables included in any  Transfers following such Cut-off Date, (A) the Unpaid Balance and Financed Unpaid  Balance of each of the Pool Receivables, the Aggregate Principal, the aggregate Principal  of each Group, the Required Reserves, the Net Portfolio Balance, the Borrowing Base and  each component of each of the foregoing, (B) the amount of the reduction or increase (if  any) in each of the Required Reserves, the Net Portfolio Balance, the Borrowing Base, the  Aggregate Principal and the aggregate Principal of each Group since the Cut-off Date  immediately preceding the Cut-off Date for the most recently ended Settlement Period, and  each component of each of the foregoing (including a breakdown of Collections and  Deemed Collections and any related Dilutions or other reductions, if any, during such  Settlement Period), (C) the excess (if any) of the Aggregate Principal over the Borrowing  Base, (D) the excess (if any) of the Aggregate Principal, over the Facility Limit, (E) the  excess (if any) of the aggregate Principal of each Group, over the Group Loan Limit of  each such Group, (F) the aggregate Principal of any Exiting Lenders, (G) the Pool  Deficiency Amount (if any), (H) the total Deemed Collections for such Settlement Period,  (I) the amount of all other Obligations payable on the next Settlement Date, (J) the Excess  Concentration Amount, (K) the Pool Receivables (and the aggregate Financed Unpaid  Balance thereof) that are subject to the Conditional Service Guaranty and have been  





 






  747634416.3 21671763747634416.9 21671763 53     originated within the six (6) months prior to such Reporting Date, and (L) the amount of  Monthly Collections;  (ii) the information specified in clause (i) above as determined  (including on a pro forma basis, as applicable) based on Financed Unpaid Balances as of  the Cut-off Date, after giving effect to all Transfers effected since the most recent Cut-off  Date, including any such Transfers to be effected on or prior to the next Settlement Date;   (iii) the computation of the Collections available for allocation pursuant  to each sub-sections (i) through (vii) of Section 3.01(d) on the next Settlement Date; and   (iv) the computation of the Loans, if any, to be funded by the Lenders  on the next Settlement Date.  (d) The Servicer shall, on each Settlement Date, to the extent funds are  available in the Payment Account, transfer to the Administrative Agent the Monthly Collections  for the Administrative Agent to distribute for the following purposes and in the following order of  priority as identified in the related Information Package:    (i) first, to the Servicer, all accrued then due and unpaid Servicing Fee;  (ii) second, to the Collateral Agent and the Administrative Agent in  respect of all costs, expenses, Fees and Indemnified Amounts then due and payable  to the Collateral Agent and the Administrative Agent (solely in their capacities as  such) under this Agreement and the other Transaction Documents; provided, that  the expenses and Indemnified Amounts payable under this clause (ii) on any  Settlement Date shall not in the aggregate exceed $500,000;  (iii) third, on a pari passu basis, to each Group Agent ratably (based on  the aggregate accrued and unpaid Interest and Fees due and payable to them and  the members of their respective Groups) Interest accrued and unpaid on all Rate  Tranches relating to the Receivable Pool for the Lenders in its Group howsoever  funded or maintained during or prior to the most recently ended Settlement Period  and to the accrued and unpaid Fees for its Group then due and payable;  (iv) fourth, to the Group Agents to the reduction of the Aggregate  Principal (A) if clause (C) below does not apply, to reduce, to the extent necessary,  the Pool Deficiency Amount to zero in the priority set forth in Section 3.01(e),  ratably (based upon the respective amounts of reduction of Principal owed to each  Group in respect of each application to the Lenders in each such Group Agent’s  Group), determined without taking into account any Receivables to be acquired by  the Borrower on such Settlement Date funded by Loans made on such Settlement  Date, (B) if clause (C) below does not apply, in the amount required (without  duplication of any amounts otherwise paid under this Section 3.01(d)) pursuant to  an optional prepayment in accordance with Section 3.02(b), ratably (based upon  their respective aggregate Principal), or (C) during the continuance of an Event of  Termination or an Unmatured Event of Termination or following the Termination  Date, ratably (based upon their respective aggregate Principal) to reduce the    747634416.3 21671763747634416.9 21671763 54     Aggregate Principal to zero; provided, that for the avoidance of doubt, any amounts  paid to any Group Agent pursuant to this clause (iv) shall be applied in reduction  of the Principal of the relevant Lenders in such Group Agent’s Group;  (v) fifth, to the Group Agents and the Lenders ratably (based on the  aggregate accrued and unpaid Borrower Obligations owing) in respect of all costs,  expenses and Indemnified Amounts due and payable to the Group Agents and the  Lenders (solely in their capacities as such) under this Agreement and the other  Transaction Documents;  (vi) sixth, ratably (based upon the amounts due and payable), to the  Collateral Agent and the Administrative Agent in respect of expenses and  Indemnified Amounts due and payable to the Collateral Agent and the  Administrative Agent, to the extent such amounts were not paid pursuant to clause  (ii) above,   (vii) seventh, to each Group Agent ratably (based on the aggregate  accrued and unpaid Borrower Obligations owing to their respective Groups) all  accrued and unpaid other Borrower Obligations due and payable to any Affected  Persons in such Group Agent’s Group;  (viii) eighth, to the account bank(s) maintaining any Collection Account  or Payment Account, any fees, returned item amounts or other amounts due and  owing to such account bank(s) in respect of such accounts or the related Control  Agreements that remain unpaid; and  (ix) ninth, to the Borrower, for its own account, any remaining amounts.  (e) The Administrative Agent shall apply Monthly Collections in the Payment  Account which are available to reduce the Pool Deficiency Amount in accordance with clause  (iv)(A) of Section 3.01(d) to the applicable Group Agents, pari passu based upon respective  amounts owed to each Lender in the related Groups for each such specified applications in the  following order:  (i) first, to reduce the Aggregate Principal to an amount equal to the Borrowing  Base at such time, (ii) second, to reduce the Aggregate Principal to an amount equal to the Facility  Limit, (iii) third, to reduce each Group’s aggregate Principal to an amount equal to the related  Group Loan Limit, and (iv) fourth to reduce the aggregate Principal of all Exiting Lenders to zero.  SECTION 3.02.  Deemed Collections; Repayment of Principal, Etc.  (a) Deemed Collections.  If on any day:  (i) the Unpaid Balance of any Pool Receivable is reduced, cancelled,  subject to set-off, offset, netting, special refund or credit as a result of Dilution or for any  other reason, including pursuant to the Conditional Service Guaranty (other than solely as  a result of such Pool Receivable becoming a Defaulted Receivable in accordance with the  Credit and Collection Policy as a result of the bankruptcy or insolvency of the related  Obligor or a payment default of the related Obligor);    747634416.3 21671763747634416.9 21671763 55     (ii) the actual Financed Unpaid Balance of any Pool Receivable as of  the relevant determination date in any Information Package is less than the amount included  to represent such amount as of such date in calculating the Net Portfolio Balance for  purposes of such Information Package;  (iii) any Pool Receivable (or the terms of any related Contract governing  such Pool Receivable) is extended, amended, waived, or otherwise modified or adjusted  without the prior written consent of the Administrative Agent, except for extensions (which  are separately addressed in clause (iv) below) or as expressly permitted under Section  8.02(b);  (iv) the due date for payment of any Pool Receivable is extended to a  date that is more than thirty (30) days after such Pool Receivable’s original due date;  (v) (A) any of the representations or warranties of the Borrower set forth  in clauses (j) or (n) or (bb) of Section 6.01 or the Servicer set forth in Section 6.02(t) were  untrue when made with respect to any Pool Receivable, or (B) if the Level 1 Ratings  Trigger is in effect, any Pool Receivable is a Conditional Service Guaranty Receivable; or  (vi) any Collection Agent Fee is paid, including by setoff, offset or  reduction of any Collections;  then, on such day, the Borrower shall be deemed to have received a Collection of such Pool  Receivable and, in respect of such Collections deemed received during any Settlement Period, and  subject to the proviso below, the Borrower shall cause to be deposited to the Payment Account, by  the date which is no later than three (3) Business Days (x) in respect of clause (ii) or (v) above,  after the Borrower, ADT or the Servicer has knowledge thereof or has received notice thereof, and  (y) in respect of any other clause above, prior to the Settlement Date immediately succeeding such  Settlement Period or after the occurrence of an Event of Termination that remains continuing,  within one (1) Business Day from the event giving rise to such Deemed Collection) for application  by the Servicer pursuant to Section 3.01(d) as provided in this Agreement an amount equal to:  (1) in the case of clause (i) above, the amount of such  reduction, set-off, offset, netting, special refund, credit or  cancellation; in the case of clause (ii) above, the difference between  the actual Financed Unpaid Balance and the amount included to  represent such amount in respect of such Pool Receivable in  calculating the Net Portfolio Balance in such Information Package;  or, in the case of clause (iv) above, in the amount that such extension  affects the Financed Unpaid Balance of the related Pool Receivable  in the sole determination of the Administrative Agent, as applicable,  by notice to ADT, the Borrower and the Servicer; provided, that the  aggregate amount of Deemed Collections paid by the Borrower  pursuant to this clause 1 in respect of any Pool Receivable shall not  exceed its Financed Unpaid Balance; or    747634416.3 21671763747634416.9 21671763 56     (2) in the case of clause (iii) or (v) above, the amount of  the entire Financed Unpaid Balance of the relevant Pool Receivable  or Pool Receivables (as determined immediately prior to the  applicable event) with respect to which such extension, amendment,  waiver, or modification occurs or such representations or warranties  were or are untrue, or from and after the date of the Level 1 Ratings  Trigger which constitutes or constituted a Conditional Service  Guaranty Receivable while the Level 1 Ratings Trigger is in effect;  or  (3) in the case of clause (vi) above, the amount by which  such Collection Agent Fee exceeds the lesser of (i) the ordinary  course and customary collection fees and expenses payable to  Collection Agents by the Servicer and consistent with its past  practices as reasonably demonstrated by the Servicer to the  Administrative Agent, and (ii) an amount equal to 20% of the  Financed Unpaid Balance of the applicable Pool Receivable as  determined immediately prior to the payment of such Collection  Agent Fee;  provided, that so long as no Event of Termination or Unmatured Event of Termination shall have  occurred and be continuing, in the event the Borrower has paid Deemed Collections in respect of  a Pool Receivable at least equal to the amount of the full Financed Unpaid Balance thereof to the  Payment Account (and the Servicer shall have provided notice thereof to the Collateral Agent), in  accordance with and pursuant to this Section 3.02, such Pool Receivable and the Related Assets  thereof shall be deemed repurchased by the Borrower and shall be automatically released from the  security interest of the Collateral Agent upon such payment in full of such Deemed Collections to  the Payment Account; provided, further, that for the avoidance of doubt, no ADT Entity shall  initiate any amendments to any Pool Receivable or otherwise take any action that would result in  a Deemed Collection for the purpose of repurchasing any Pool Receivable, and any such action  shall constitute an Event of Termination under Section 9.01(q).  Collections deemed received by the Borrower under this Section 3.2(a) are herein referred to as  “Deemed Collections”.  To the extent no Pool Deficiency Amount would result therefrom, the  Borrower may, at its option, net the amount of Deemed Collections required to be deposited in the  Payment Account prior to any Settlement Date, from the amount of Collections scheduled to be  payable to the Borrower on such next Settlement Date pursuant to Section 3.01(d)(ix). If on any  day the Originator is required to make a cash payment of Deemed Collections to the Borrower  under the Sale Agreement, the Borrower shall deposit (or cause the Originator to deposit) the  amount of such Deemed Collections, subject to any permitted netting, to the Payment Account for  application as Collections in accordance with Section 3.01(d). The Borrower shall promptly  enforce the Originator’s obligations to pay Deemed Collections in accordance with the terms of  the Sale Agreement.  (b) Optional Repayment of Principal.  The Borrower may at any time and from  time to time elect to reduce (in whole or in part) the Aggregate Principal by giving or causing the  Servicer to give the Collateral Agent and the Administrative Agent at least five (5) Business Days’  





 






  747634416.3 21671763747634416.9 21671763 57     prior written notice (which shall be in substantially the form of Exhibit H hereto) of such elected  reduction, which notice shall include (i) the proposed date of such reduction, which if not a  Settlement Date, shall require the payment, without duplication, of Liquidation Fee and any  applicable amounts payable pursuant to Section 4.02, and (ii) the amount of any such proposed  reduction (which amount shall be not less than $5,000,000 and shall be an integral multiple of  $100,000 thereafter). Any such requested reduction in the Aggregate Principal shall be applied to  reduce the Principal of each Lender to the extent Monthly Collections are then available therefor  in excess of the sum (without duplication) of the related Liquidation Fee, any applicable amounts  payable pursuant to Section 4.02 and the amounts scheduled to be payable on the next succeeding  Settlement Date in accordance with Section 3.01(d)(i) through (iii).  (c) Mandatory Repayment of Principal at Maturity Date.  The Borrower shall  repay the Aggregate Principal in full on the Maturity Date.  SECTION 3.03.  Payment Provisions.  (a) Payments.  All amounts to be paid to, or deposited by the Borrower, the  Servicer, ADT or any other ADT Entity with, the Collateral Agent, the Administrative Agent, any  Group Agent, any Lender, any Indemnified Party or any other Person hereunder shall, except as  otherwise expressly provided herein, be paid or deposited in accordance with the terms hereof no  later than 11:00 a.m. (New York City time) on the day when due in U.S. Dollars in same day funds  to the Administrative Agent’s Account.  The Administrative Agent will promptly distribute, in  accordance with the applicable directions received by the Administrative Agent pursuant to this  Article III, to each applicable Group Agent, Lender or other Person its applicable share of such  payment in like funds as received by wire transfer to such recipient’s applicable office as  designated in writing by such recipient to the Administrative Agent from time to time.    Each Group Agent, upon its receipt in the applicable Group Agent’s Account of any such  payments or distributions, shall distribute such amounts to the applicable Lenders, Affected  Persons and the Indemnified Parties within its Group ratably; provided that if such Group Agent  shall have received insufficient funds to pay all of the above amounts in full on any such date, such  Group Agent shall pay such amounts to the applicable Lenders, Affected Persons and the  Indemnified Parties within its Group in accordance with the priority of payments set forth above,  and with respect to any such category above for which there are insufficient funds to pay all  amounts owing on such date, ratably (based on the amounts in such categories owing to each such  Person in such Group) among all such Persons in such Group entitled to payment thereof.  Amounts remitted to the Administrative Agent’s Account in respect of ADT Obligations  shall be distributed on each Settlement Date for the payment of ADT Obligations due and payable  on or prior to such Settlement Date (i) to the Administrative Agent and the Collateral Agent for  ADT Obligations then due and payable to it in accordance with the terms of this Agreement, and  (ii) to the applicable Group Agent for ADT Obligations then due and payable to it, its related  Lenders, its related Affected Persons and its related Indemnified Parties.  For purposes of making  the applications set forth in the immediately preceding sentence, subject to Section 3.01(d), the  Administrative Agent shall rely upon the certifications (the “Demand Certifications”) of each of  the Collateral Agent (if other than the Administrative Agent) and each of the Group Agents (if  other than the Administrative Agent) as to the ADT Obligations then due and payable to it (or in    747634416.3 21671763747634416.9 21671763 58     respect of a Group Agent owing to it and its related Lenders, Affected Persons and Indemnified  Parties).  Each of the Collateral Agent (if other than the Administrative Agent) and each Group  Agent shall provide the Administrative Agent with a Demand Certification upon making any  demand or claim for payment of any ADT Obligations, which Demand Certification shall specify  the date upon which such ADT Obligations are due and payable and the ADT Obligation giving  rise to such payment.  If amounts remitted in respect of ADT Obligations which are on deposit in  the Administrative Agent’s Account on any Settlement Date are insufficient to pay in full all ADT  Obligations which are then due and payable on such Settlement Date, the Administrative Agent  shall distribute such funds on a pro rata basis to the relevant parties based upon the ADT  Obligations then due and payable to such parties based upon the amount of the ADT Obligations  then due and payable to it (in respect of each of its capacities hereunder) and the Demand  Certifications which the Administrative Agent has received.  The Administrative Agent shall have  no liability for making payments in accordance with this Section 3.03(a) based upon the Demand  Certifications.  (b) Late Payments.  Each ADT Entity shall pay to the Administrative Agent,  for the benefit of the applicable Affected Person, interest on all amounts not paid or deposited by  such party on the date when due hereunder at an annual rate equal to 2.00% above the Base Rate,  payable on demand, provided, that such interest rate shall not at any time exceed the maximum  rate permitted by applicable Law.  (c) Method of Computation.  All computations of interest, Interest, Liquidation  Fee, Interest and Fee Reserve, any Fees payable under Section 2.03, and any other fees payable by  the Borrower to the Collateral Agent, any Lender, any Group Agent, the Administrative Agent, or  any other Affected Person in connection with Loans hereunder shall be made on the basis of a year  of 360 days for the actual number of days (including the first day but excluding the last day)  elapsed (except that calculations with respect to the Prime Rate shall be on the basis of a year of  365 or 366 days, as the case may be).  (d) Payment of Currency and Setoff.  All payments by any ADT Entity or the  Servicer to any Affected Person or any other Person in connection with the Transaction Documents  shall be made in U.S. Dollars and without set-off or counterclaim, except, for the avoidance of  doubt, any netting expressly permitted herein. Any ADT Entity’s obligations hereunder shall not  be satisfied by any tender or recovery of another currency except to the extent such tender or  recovery results in receipt of the full amount of U.S. Dollars.  (e) If and to the extent the Administrative Agent, any Credit Party, any Affected  Person or any Indemnified Party shall be required for any reason to return to the Borrower or any  underlying Obligor (including to any trustee, receiver, custodian or similar official thereof as a  result of any Insolvency Proceeding with respect to the Borrower or such Obligor) any amount  received on its behalf hereunder, such amount shall be deemed not to have been so received but  rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such  Credit Party, such Affected Person or such Indemnified Party, as the case may be, shall have a  claim (which claim may be contingent or subject to defenses) against the Borrower for such  amount.    747634416.3 21671763747634416.9 21671763 59     SECTION 3.04.  Account Control.  The Servicer acknowledges, represents and agrees that  it has caused the Borrower to establish the Payment Account and each of the Collection Accounts  and further acknowledges, represents and agrees that each such Collection Account and Payment  Account is a deposit account maintained at an Eligible Bank.  Neither the Borrower nor the  Servicer shall instruct or permit any disbursements to be made from the Payment Account other  than to the Administrative Agent or with the consent of the Administrative Agent. Without limiting  the Servicer’s obligation pursuant to clauses (c) or (d) of Section 7.06, if, at any time any Collection  Account or the Payment Account ceases to be with an Eligible Bank, the Servicer, and the  Borrower shall, as promptly as practicable and in any event within thirty (30) days after the  Servicer or the Borrower has knowledge thereof, (i) establish or cause to be established a new  Collection Account and Payment Account with a depository institution that is an Eligible Bank,  (ii) transfer any amounts held in such Collection Account and Payment Account to such new  Collection Account or Payment Account, as applicable, and (iii) cause a Control Agreement to be  in full force and effect in respect of such Eligible Bank.  Neither the Servicer nor the Borrower  shall terminate any Collection Account or the Payment Account except as contemplated by this  Section 3.04, Section 7.03(d) or Section 7.06(c).  Without the prior written consent of the Collateral  Agent, neither the Servicer nor the Borrower shall cause or instruct any account bank maintaining  any Collection Account or Payment Account to incur fees, costs and expenses other than the  ordinary course fees, costs and expenses (including relating to returned items) relating to  maintaining such Collection Account or Payment Account.    ARTICLE IV    YIELD PROTECTION; TAXES  SECTION 4.01.  Yield Protection.  (a) If any Change in Law:  (i) shall subject an Affected Person to any duty, cost or other charge  (other than Taxes, which shall be governed by Section 4.03) with respect to any  Loan owned, maintained or funded by it (or its participation in any of the forgoing),  or any obligations or right to make Loans or to provide funding or maintenance  therefor (or its participation in any of the foregoing);  (ii) shall impose, modify, or deem applicable any reserve, special  deposit, or similar requirement against assets of any Affected Person, deposits, or  obligations with or for the account of any Affected Person or with or for the account  of any Affiliate (or entity deemed by the Federal Reserve Board or other  Governmental Authority to be an affiliate) of any Affected Person, or credit  extended by any Affected Person;  (iii) shall impose any other condition affecting any Loan owned,  maintained, or funded in whole or in part by any Affected Person, or its obligations  or rights, if any, to make (or participate in) Loans or to provide (or participate in)  funding therefor or the maintenance thereof;    747634416.3 21671763747634416.9 21671763 60     (iv) shall change the rate for, or changes the manner in which the Federal  Deposit Insurance Corporation (or a successor thereto) or similar Person assesses,  deposit insurance premiums, or similar charges which an Affected Person is  obligated to pay; or  (v) shall (i) change the amount of capital maintained or required or  requested or directed to be maintained by any Affected Person or (ii) subject any  Affected Person to any Taxes (other than (A) Indemnified Taxes, (B) Taxes  described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C)  Connection Income Taxes) on its Loans, the Receivable Pool or Related Assets,  commitments, or other obligations, or its deposits, reserves, other liabilities, or  capital attributable thereto;  and the result of any of the foregoing is or would be, in each case, as determined by the applicable  Group Agent or the applicable Affected Person:  (A) to increase the cost to (or impose a cost on) (1) an Affected  Person funding or making or maintaining any Loans, any corresponding  purchases, or loans or other extensions of credit under any Liquidity  Agreement, any Enhancement Agreement, or any commitment (hereunder  or under any Liquidity Agreement or any Enhancement Agreement) of such  Affected Person with respect to any of the foregoing, or (2) the Collateral  Agent, any Group Agent, or the Administrative Agent for continuing its  relationship with any Lender in such capacities hereunder;  (B) to reduce the amount of any sum received or receivable by  an Affected Person under this Agreement, or any corresponding amount  received or receivable under any Liquidity Agreement or any Enhancement  Agreement (or its participation in any such Liquidity Agreement or  Enhancement Agreement) with respect thereto; or  (C) to reduce the rate of return on the capital of such Affected  Person as a consequence of its obligations hereunder, any corresponding  obligations under any Liquidity Agreement or under any Enhancement  Agreement (or its participation in any such Liquidity Agreement or  Enhancement Agreement), including its funding or maintenance of any  portion of any Principal, or arising in connection herewith (or therewith) to  a level below that which such Affected Person could otherwise have  achieved hereunder or thereunder,  then, the Borrower shall pay to the Payment Account, by the date that is no later than three (3)  Business Days prior to the Settlement Date following the Settlement Period in which it receives  notice of the related claim from such Affected Person (or by the Administrative Agent or a Group  Agent on its behalf) for payment to such Affected Person on such Settlement Date in accordance  with Section 4.01(c).  





 






  747634416.3 21671763747634416.9 21671763 61     (b) Each Affected Person (or the Administrative Agent or a Group Agent on its  behalf), shall use commercially reasonable efforts to promptly notify the Servicer (on behalf of the  Borrower) and the Administrative Agent of any event of which it has actual knowledge which will  entitle such Affected Person to compensation pursuant to this Section 4.01; provided, that the  Borrower shall not be required to compensate an Affected Person pursuant to this Section 4.01 for  any increased costs or reductions incurred more than 180 days prior to the date that such Affected  Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions  and of such Affected Person’s intention to claim compensation therefor; provided, further, that, if  the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day  period referred to above shall be extended to include the period of retroactive effect thereof.  (c) In determining any amount provided for or referred to in this Section 4.01,  an Affected Person may use any reasonable averaging and attribution methods that it, in its sole  discretion, shall deem applicable.  Any Affected Person (or the Administrative Agent or a Group  Agent on its behalf) when making a claim under this Section 4.01 shall submit to the Servicer (on  behalf of the Borrower) and the Administrative Agent a written statement of such increased cost  or reduced return, which statement, in the absence of manifest error, shall be conclusive and  binding; provided, that any such statement claiming amounts described in clause (x) or (y) of the  definition of “Change in Law” shall, in addition, state the basis upon which such amount has been  calculated and certify that such Affected Person’s demand for payment of such costs hereunder,  and such method of allocation is not inconsistent with its treatment of other borrowers under  similar warehouse securitization facilities which, as a credit matter, are similarly situated to the  Borrower and which are subject to similar provisions.  (d) Except as set forth in Section 4.01(b), no failure or delay on the part of any  Affected Person (or the Administrative Agent or any Group Agent) to demand compensation  pursuant to this Section 4.01 shall not constitute a waiver of such Affected Person’s (or the  Administrative Agent’s or any Group Agent’s on its behalf) right to demand such compensation  or otherwise adversely affect the rights of any Affected Person to such compensation.  (e) The Borrower acknowledges that any Affected Person may institute  measures in anticipation of a Change in Law (including, without limitation, the imposition of  internal charges on such Affected Person’s interests or obligations under this Agreement), and may  commence allocating charges to or seeking compensation from the Borrower under this Section  4.01 in connection with such measures, in advance of the effective date of such Change in Law,  and the Borrower agrees to pay such charges or compensation to such Affected Person, to the  extent such charges or compensation would otherwise be payable by the Borrower under this  Section 4.01 after such effective date of such Change in Law, following demand therefor without  regard to whether such effective date has occurred but only to the extent of, and on or after such  Affected Person’s measures must be implemented prior to such effective date at the demand of the  applicable prudential regulator.  The Borrower further acknowledges that any charge or  compensation demanded hereunder may take the form of a monthly charge to be assessed by such  Affected Person.  SECTION 4.02.  Funding Losses.  If any Affected Person incurs any cost, loss, or expense  (including any loss or expense incurred by reason of the liquidation or reemployment of deposits  or other funds acquired by such Affected Person), at any time, as a result of (a) any optional or    747634416.3 21671763747634416.9 21671763 62     required settlement or repayment with respect to any Lender’s Tranche Principal of any Rate  Tranche, howsoever funded, being made on any day other than a Settlement Date, (b) any Loan  not being borrowed by the Borrower in accordance with its request therefor under Article II, or  (c) the failure to exercise or complete (in accordance with Section 3.02(b)) any reduction in the  Aggregate Principal elected to be made under Section 3.02(b), (d) any reduction in the Aggregate  Principal elected under Section 3.02(b) exceeding the total amount of Rate Tranches, howsoever  funded, with respect to which the last day of the related Interest Period is the date of such reduction,  or (e) the failure to reduce the Aggregate Principal, then, upon written notice from such Affected  Person (or the Administrative Agent or a Group Agent on its behalf) to the Servicer (on behalf of  the Borrower), the Borrower shall pay the amount of such cost, loss or expense (without  duplication of any applicable Liquidation Fee paid by the Borrower pursuant to Section 3.02(b))  to the Payment Account by the date which is no later than three (3) Business Days prior to the  Settlement Date immediately succeeding the Settlement Period in which such written notice is  delivered by such Affected Person.  Such written notice shall, in the absence of manifest error, be  conclusive and binding upon the Borrower and the Servicer.  If an Affected Person incurs any cost,  loss, or expense (including any loss or expense incurred by reason of the liquidation or  reemployment of deposits or other funds acquired by such Affected Person), at any time, and is  not entitled to reimbursement for such loss or expense in the manner set forth above, such Affected  Person shall individually bear such loss or expense without recourse to, or payment from, any other  Affected Person.    SECTION 4.03.  Taxes.  (i) Except to the extent required by applicable Law, any and all payments and  deposits required to be made hereunder, under any other Transaction Document or under  any instrument delivered hereunder or thereunder to any Affected Person or otherwise  hereunder or thereunder by or on account of any obligation of the Borrower or the Servicer  shall be made free and clear of, and without withholding or deduction for, any and all  present or future Indemnified Taxes.  If the Borrower or the Servicer shall be required by  applicable Law to make any such withholding or deduction, (A) the Borrower (or the  Servicer, on its behalf) shall make an additional payment to such Affected Person, in an  amount sufficient so that, after making all required withholdings or deductions (including  withholdings or deductions applicable to additional sums payable under this Section 4.03),  such Affected Person receives an amount equal to the sum it would have received had no  such withholdings or deductions been made, (B) the Borrower (or the Servicer, on its  behalf) shall make such deductions, and (C) the Borrower (or the Servicer, on its behalf)  shall pay the full amount deducted to the relevant taxation authority or other Governmental  Authority in accordance with applicable Law.  (ii) The Borrower will indemnify each Affected Person for the full amount of  Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on  amounts payable under this Section) paid by such Affected Person, as the case may be, and  any reasonable expenses payable by such Affected Person arising therefrom or with respect  thereto, whether or not such Indemnified Taxes were correctly or legally imposed or  asserted by the relevant Governmental Authority.  Notwithstanding anything to the  contrary in this Agreement, no Affected Person shall recover, whether through a payment  of additional amounts pursuant to Section 4.03(i) or a payment pursuant to the    747634416.3 21671763747634416.9 21671763 63     indemnification obligations of this Section 4.03(ii), more than once for any Tax imposed.   Any indemnification under this Section 4.03(ii) shall be paid by the Borrower to the  Payment Account by the date which is no later than three (3) Business Days prior to the  Settlement Date immediately succeeding the Settlement Period in which written demand  therefor is made by any Affected Person, together with a statement of reasons for such  demand and the calculations of such amount.  Such calculations, if made in good faith,  absent manifest error, shall be final and conclusive on all parties.  (iii) Within five (5) days after the date of any payment of Taxes withheld by the  Borrower or the Servicer, as applicable, in respect of any payment to any Affected Person,  the Borrower or the Servicer, as applicable, will furnish to the Administrative Agent, the  original or a certified copy of a receipt evidencing payment thereof (or other evidence  reasonably satisfactory to the Administrative Agent).  (iv) Without prejudice to the survival of any other agreement contained herein,  the agreements and obligations contained in this Section shall survive the resignation or  replacement of, or any assignment by, any Affected Person, and the payment in full of  Obligations hereunder.  (v) (A) Any Lender that is entitled to an exemption from or reduction of  withholding Tax with respect to payments made under any Transaction Document shall  deliver to the Servicer (on behalf of the Borrower) and the Administrative Agent, at the  time or times reasonably requested by the Borrower or the Servicer and at the time or times  prescribed by applicable Law, such properly completed and executed documentation  reasonably requested by the Borrower or the Servicer as will permit such payments to be  made without withholding or at a reduced rate of withholding.  In addition, any Lender, if  reasonably requested by the Borrower or the Servicer, shall deliver such other  documentation prescribed by applicable Law or reasonably requested by the Borrower, the  Servicer or the Administrative Agent as will enable the Borrower, the Servicer or the  Administrative Agent to determine whether or not such Lender is subject to backup  withholding or information reporting requirements.  Notwithstanding the foregoing,  submission of such documentation (other than any documentation required by clause (B)  below) shall not be required if in the Lender’s reasonable judgment such completion,  execution, or submission would subject such Lender to any material unreimbursed cost or  expense or would materially prejudice the legal or commercial position of such Lender.  (B) Without limiting the generality of the foregoing,  (1) Each Lender that is not a “United States person,”  within the meaning of Section 7701(a)(30) of the Code, shall, on or before  the date it becomes a party to this Agreement, deliver to the Servicer (on  behalf of the Borrower) and the Administrative Agent such certificates,  documents, or other evidence, as required by the Code or Treasury  Regulations issued pursuant thereto, including Internal Revenue Service  Form W-8BEN, Form W-8BEN-E, Form W-8ECI, W-IMY (or any  successor form), with appropriate attachments, or any other applicable  certificate or statement of exemption, properly completed and duly executed    747634416.3 21671763747634416.9 21671763 64     by such Lender establishing that any payment made or deemed made to such  Lender is (i) not subject to United States Federal withholding Tax under the  Code because such payments are effectively connected with the conduct by  such Lender of a trade or business in the United States, (ii) exempt or  entitled to a reduction from United States Federal withholding tax under a  provision of an applicable Tax treaty, (iii) eligible for the benefits of the  exemption for portfolio interest under Section 881(c) of the Code, in which  case such Lender shall also deliver a certificate to the effect that such Lender  is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,  (B) a “10 percent shareholder” of the Borrower, within the meaning of  Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”  described in Section 881(c)(3)(C) of the Code, or (iv) made to a person who  is not the beneficial owner of the payments.  In addition, each such Lender  shall, if legally able to do so, thereafter deliver such certificates, documents  or other evidence from time to time establishing that payments received  hereunder are not subject to, or subject to a reduced rate of, such  withholding upon receipt of a written request therefor from the Borrower or  the Administrative Agent.  (2) Each Lender that is a “United States person,” shall,  on or before the date it becomes a party to this Agreement, deliver to the  Servicer (on behalf of the Borrower) and the Administrative Agent such  certificates, documents, or other evidence, as required by the Code or  Treasury Regulations issued pursuant thereto, including Internal Revenue  Service Form W-9 (or any successor form) or any other applicable  certificate or statement of exemption properly completed and duly executed  by such Lender establishing that payment made to such Lender is not  subject to United States Federal backup withholding Tax under the Code.   In addition, each such Lender shall, if legally able to do so, thereafter deliver  such certificates, documents, or other evidence from time to time  establishing that payments received hereunder are not subject to such  withholding upon receipt of a written request therefor from the Borrower or  the Administrative Agent.  (3) Each Lender that is entitled to any exemption or  reduction of non-U.S. withholding tax with respect to any payment under  this Agreement shall, on or before the date it becomes a party to this  Agreement, deliver to the Servicer (on behalf of the Borrower) and the  Administrative Agent such certificates, documents, or other evidence as  may reasonably be requested by the Servicer (on behalf of the Borrower) or  the Administrative Agent, establishing that such payment is not subject to,  or is subject to a reduced rate of, withholding.  In addition, each such Lender  shall, if legally able to do so, thereafter deliver such certificates, documents,  or other evidence from time to time establishing that payments received  hereunder are not subject to such withholding, or are subject to a reduced  rate of withholding, upon receipt of a written request therefor from the  Servicer (on behalf of the Borrower) or the Administrative Agent.  





 






  747634416.3 21671763747634416.9 21671763 65     (4) If a payment made to a Lender under any Transaction  Document would be subject to U.S. federal withholding Tax imposed by  FATCA if such Lender were to fail to comply with the applicable reporting  requirements of FATCA (including those contained in Section 1471(b) or  1472(b) of the Code, as applicable), such Lender shall deliver to the  Borrower (or the Servicer on behalf of the Borrower) and the Administrative  Agent at the time or times prescribed by law and at such time or times  reasonably requested by the Borrower (or the Servicer on behalf of  Borrower) or the Administrative Agent such documentation prescribed by  applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the  Code) and such additional documentation reasonably requested by the  Borrower (or the Servicer on behalf of Borrower) or the Administrative  Agent as may be necessary for the Borrower (or the Servicer on behalf of  the Borrower) and the Administrative Agent to comply with their  obligations under FATCA and to determine that such Lender has complied  with such Lender’s obligations under FATCA or to determine the amount  to deduct and withhold from such payment.  (vi) For purposes of this Section 4.03, “applicable Law” includes FATCA.  (vii) Each Lender (or in respect of a Conduit Lender, the Group Agent on behalf  of such Conduit Lender) shall severally indemnify the Administrative Agent, within five  (5) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender  (but only to the extent that the Borrower or ADT has not already indemnified the  Administrative Agent for such Indemnified Taxes and without limited the obligation of the  Borrower or ADT to do so), (ii) any Taxes attributable to such Lender’s failure to comply  with the provisions of Section 12.03(b) relating to the maintenance of a Participant  Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are  payable or paid by the Administrative Agent in connection with any Transaction  Document, and any reasonable expenses arising therefrom or with respect thereto, whether  or not such Taxes were correctly or legally imposed or asserted by the relevant taxing  authority.  A certificate as to the amount of such payment or liability delivered to any  Lender by the Administrative Agent shall be conclusive absent manifest error.  Each  Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts  at any time owing to such Lender under any Transaction Document or otherwise payable  by the Administrative Agent to such Lender from any other source against any amount due  to the Administrative Agent under this paragraph (vii).  (viii) Any Affected Person claiming compensation under Section 4.01(a) or any  Indemnified Taxes or additional amounts payable pursuant to this Section 4.03 shall use  reasonable efforts (consistent with its internal policies and legal and regulatory restrictions)  to, at the expense of the Servicer, file any certificate or document reasonably requested in  writing by the Borrower or the Servicer or to change the jurisdiction of its applicable  lending office if the making of such a filing or change would avoid the need for or reduce  the amount of any such additional amounts which may thereafter accrue and would not, in  the sole determination of such Affected Person, be otherwise disadvantageous to such  Affected Person.    747634416.3 21671763747634416.9 21671763 66     (ix) If any party receives a refund in respect of any Taxes as to which it has been  indemnified pursuant to this Section, it shall promptly repay such refund to the  indemnifying party under this Section with respect to such refund), net of all out-of-pocket  expenses (including Taxes imposed with respect to such refund) of such indemnified party  and without interest (other than interest paid by the relevant taxing authority with respect  to such refund); provided, however, that the indemnifying party upon the request of such  indemnified party, agrees to return such refund (plus penalties, interest, or other charges)  to such indemnified party in the event such indemnified party is required to repay such  refund.  Notwithstanding anything to the contrary in this paragraph (ix), in no event will  the indemnified party be required to pay any amount to an indemnifying party pursuant to  this paragraph (ix) the payment of which would place the indemnified party in a less  favorable net after-Tax position than the indemnified party would have been in if the Tax  subject to indemnification and giving rise to such refund had not been deducted, withheld  or otherwise imposed and the indemnification payments or additional amounts with respect  to such Tax had never been paid.  Nothing in this Section shall obligate any Affected Person  to apply for any such refund.  (x) The Servicer (on behalf of the Borrower) shall pay, or at the option of the  Administrative Agent timely reimburse it for the payment of, Other Taxes.  (xi) Nothing contained in this Section shall require any Affected Person to make  available any of its Tax returns (or any other information relating to its Taxes which it  deems to be confidential).  (xii) If the Borrower determines that a reasonable basis exists for contesting an  Indemnified Tax or Other Tax for which the Borrower has paid additional amounts or  indemnification payments, the related Affected Person shall use reasonable efforts to  cooperate with the Borrower as the Borrower may reasonably request in challenging such  Tax. The Borrower shall indemnify and hold each Affected Person harmless against any  out-of-pocket expenses incurred by such person in connection with any request made by  the Borrower pursuant to this Section 4.03(xii). Nothing in this Section 4.03(xii) shall  obligate any Affected Person to take any action that such Affected Person, in its sole  discretion, determines could result in a material detriment to such Affected Person.  For purposes of this Section 4.03, the term “Affected Person” shall include any assignee pursuant  to Section 12.01(c) or 12.03(d).  SECTION 4.04.  Mitigation; Replacement of Lenders.  (a) If any Affected Person requests compensation under Section 4.01, or if the  Borrower is required to pay any additional amount to any Affected Person or any Governmental  Authority for the account of any Affected Person pursuant to Section 4.03, then such Affected  Person and its related Group Agent shall use reasonable efforts to designate a different office,  branch or Affiliate for funding or booking its Principal hereunder or to assign its rights and  obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment  of such Affected Person or such Group Agent, such designation or assignment (i) would eliminate  or reduce amounts payable pursuant to Section 4.01 or Section 4.03, in the future, and (ii) would    747634416.3 21671763747634416.9 21671763 67     not subject such Affected Person or its related Group Agent to any unreimbursed cost or expense  and would not otherwise be disadvantageous to such Affected Person or its related Group Agent.   ADT hereby agrees to pay all reasonable costs and expenses incurred by such Affected Person and  its related Group Agent in connection with any such designation or assignment.  (b) If (i) any Lender (or Affiliate of such Lender) requests compensation under  Section 4.01, (ii) if the Borrower is required to pay any additional amount to any Affected Person  or any Governmental Authority for the account of any Affected Person pursuant to Section 4.03,  (iii) any Lender has become an Exiting Lender or a Defaulting Lender, or (iv) any Lender (such  Lender, a “Non-Consenting Lender”) has failed to consent to any matter that requires the consent  of all Lenders and all affected Lenders and with respect to which the Required Lenders shall have  granted their consent, then, in each case, so long as no Event of Termination or Unmatured Event  of Termination has occurred and remains continuing, the Borrower may, at ADT’s sole expense  (including payment of any applicable processing and recordation fees), upon notice to the  Collateral Agent, the related Group Agent and the Administrative Agent, require all Lenders in the  Group relating to such Lender to assign, without recourse (and in accordance with and subject to  the restrictions contained in this Agreement; provided, that if the Lender being removed has failed  to comply with all applicable requirements and restrictions on its part within one Business Day of  the Borrower’s request, such compliance shall not be required), all of their respective interests,  rights (other than their existing rights to payments pursuant to Section 4.01, Section 4.02 or Section  4.03), and obligations under this Agreement and the other Transaction Documents to a willing  assignee that is an Eligible Assignee and that assumes such interests, rights, and obligations;  provided, that (A) each member of such assigning Group shall have received payment of an amount  equal to all outstanding Principal and Interest in respect thereof, accrued fees and all other amounts  payable to it hereunder, either from the assignee or the Borrower, (B) any such assigning Lender  shall remain a beneficiary of any of this Agreement’s terms that expressly survive termination of  this Agreement, with respect to the period during which it was a Lender, and (C) if the Person then  serving as the Collateral Agent and/or the Administrative Agent is a member of the Group being  removed pursuant to this Section, such Person shall cease to be the Administrative Agent and/or  Collateral Agent, as applicable, upon the foregoing assignment and such assignment shall not be  effective until a successor Collateral Agent and/or Administrative Agent, as the case may be, has  been appointed by the Required Lenders and has accepted such appointment and assumed all of  the obligations of such Person.  Each applicable Lender and each of the Agents shall reasonably  cooperate with the Borrower in connection with effectuating the assignments contemplated by this  Section 4.04(b).  ARTICLE V    CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS; SECURITY  INTEREST  SECTION 5.01.  Conditions Precedent to Effectiveness and the Initial Credit Extension.   This Agreement and the amendment and restatement it represents of the Existing Purchase  Agreement shall become effective as of the Closing Date when (a) the Administrative Agent, the  Collateral Agent and each Group Agent shall have received (unless otherwise waived) each of the  documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC  filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit F    747634416.3 21671763747634416.9 21671763 68     hereto, in each case, in form and substance reasonably satisfactory to the Administrative Agent,  the Collateral Agent and each Group Agent and (b) all fees and expenses due and payable by the  Borrower on the Closing Date to the Credit Parties have been paid in full in accordance with the  terms of the Transaction Documents.  SECTION 5.02.  Conditions Precedent to All Credit Extensions.  Each Credit Extension  hereunder on or after the Closing Date shall be subject to the conditions precedent that:  (a) the Borrower shall have delivered to the Administrative Agent, the  Collateral Agent and each Group Agent a Loan Request for such Loan in accordance with Section  2.02(a);  (b) the Servicer shall have delivered to the Administrative Agent, the Collateral  Agent and each Group Agent a pro forma Information Package, reflecting the Aggregate Principal,  Required Reserves, the Net Portfolio Balance and the Borrowing Base, each as calculated after  giving effect to the proposed Credit Extension and the application of Collections on the upcoming  Settlement Date;  (c) on the date of such Credit Extension the following statements shall be true  and correct (and upon the occurrence of such Credit Extension, the Borrower and ADT shall be  deemed to have represented and warranted that such statements are then true and correct):  (i) each of the representations and warranties contained in this  Agreement and in each other Transaction Document are true and correct on and as of such  date as though made on and as of such date unless such representations and warranties by  their terms refer to an earlier date, in which case they shall be true and correct on and as of  such earlier date;  (ii) no event has occurred or would result from such Credit Extension  that constitutes an Event of Termination or an Unmatured Event of Termination that  remains continuing; and  (iii) no Pool Deficiency Amount (calculated without giving effect to  clause (ii) of the definition thereof) exists or would exist after giving effect to such Credit  Extension and the application of Collections in accordance with Section 3.01(d); and  (d) the Termination Date shall not have occurred; and  (e) the applicable Group Agent has approved of the related Loan Request in  accordance with Section 2.02.  SECTION 5.03.  Amendment and Restatement.    (a) This Agreement amends and restates the Existing Purchase Agreement as  of the Closing Date and the terms and provisions of the Existing Purchase Agreement are restated  hereby in their entirety as of the Closing Date.  The Administrative Agent, the Collateral Agent,  the Group Agents and the Lenders hereby further consent to the concurrent amendment and  restatement of the Existing Sale Agreement through the entry into the Sale Agreement and the  





 






  747634416.3 21671763747634416.9 21671763 69     concurrent second amendment and restatement of the limited liability company agreement of the  Borrower on the Closing Date, in substantially the form delivered to the Administrative Agent and  the Collateral Agent.  From and after the date hereof, each reference to the Existing Purchase  Agreement in any other document, instrument or agreement shall mean and be a reference to this  Agreement, each reference to the Existing Sale Agreement in any other document, instrument or  agreement shall mean and be a reference to the Sale Agreement, and each reference to the limited  liability company agreement of the Borrower in any other document, instrument or agreement shall  mean and be a reference to the limited liability company agreement of the Borrower as so amended.   For the avoidance of doubt, except to the extent expressly contemplated in Section 5.03(b) below,  (i) all obligations and liabilities of the Borrower and ADT under or in connection with the Existing  Purchase Agreement (including all Obligations) shall remain outstanding hereunder and shall be  enforceable against the applicable parties under this Agreement and (ii) the first priority perfected  security interest granted by the Borrower pursuant to the Existing Purchase Agreement to the  Collateral Agent, for the benefit of the Affected Parties, in, to and under the Collateral remains  outstanding (and uninterrupted) as a first priority perfected security interest in the Collateral  pursuant to the terms of this Agreement.  This Agreement does not constitute a novation of the  Existing Purchase Agreement (or a novation of any of the obligations thereunder).  (b) The parties acknowledge that the Borrower, ADT and their Affiliates  intended for the Existing Purchase Agreement to contemplate, in economic substance, a secured  lending arrangement, rather than to effectuate the economic equivalent of a sale of the Existing  Receivable Pool from the Borrower to the Collateral Agent; it being understood that no Secured  Party shall have any responsibility or liability with respect to any such characterization  whatsoever, or otherwise as a result of the foregoing acknowledgement.  To the extent that,  notwithstanding the foregoing, the arrangement under the Existing Purchase Agreement is deemed  to have constituted a transfer from the Borrower to the Collateral Agent of the Existing Receivable  Pool or any interest therein, then the parties agree that upon the effectiveness of this Agreement  on the Closing Date, the Collateral Agent (on behalf of Mizuho Bank, Ltd. as the sole Purchaser  under the Existing Purchase Agreement) is hereby deemed to sell, convey, transfer and assign to  the Borrower, without recourse or warranty, the Existing Receivable Pool, including all  Collections thereon and all other interests therein, subject to the security interest therein granted  by the Borrower to the Collateral Agent pursuant to Section 5.04 (it being understood and agreed  that the security interest granted by the Borrower pursuant to Section 9.1 of the Existing Purchase  Agreement shall survive and continue pursuant to Section 5.04 hereof), in exchange for a purchase  price equal to (1) $130,357,302.35, the payment of which is funded by the Initial Loan under this  Agreement (the proceeds of which Initial Loan shall be applied by the Administrative Agent  directly to payment of such cash purchase price), (2) the extinguishment of any RPA Deferred  Purchase Price under the Existing Purchase Agreement, (3) the payment on the Settlement Date  immediately following the Closing Date to Mizuho Bank, Ltd. as the sole Purchaser under the  Existing Purchase Agreement of the Yield accrued during June 2021 under the Existing Purchase  Agreement in the amount of $ 97,503.14 pursuant to Section 3.01(d)(iii),  and (4)  the payment on  the Settlement Date in August 2021 to Mizuho Bank, Ltd. as the sole Purchaser under the Existing  Purchase Agreement of the Yield accrued during July 2021 under the Existing Purchase  Agreement prior to the Closing Date in the amount of $ 51,240.20 pursuant to Section 3.01(d)(iii).  SECTION 5.04.  Security Interest.      747634416.3 21671763747634416.9 21671763 70     (a) As security for the performance by the Borrower of all the terms, covenants  and agreements on the part of the Borrower to be performed under this Agreement or any other  Transaction Document, including the punctual payment when due of the Aggregate Principal and  all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby  confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the  foregoing, hereby grants, to the Collateral Agent for its benefit and the ratable benefit of the  Secured Parties of, and hereby grants to the Collateral Agent for its benefit and the ratable benefit  of the Secured Parties, a continuing security interest in all of the Borrower’s right, title and interest  in, to and under all of the following, whether now or hereafter owned, existing or arising  (collectively, the “Collateral”):  all of the Borrower’s right, title, and interest now or hereafter  existing in, to and under the following of the Borrower’s assets, whether now owned or existing  or hereafter acquired, and wherever located (whether or not in the possession or control of the  Borrower), and all proceeds of the foregoing:  (I) all Receivables comprising the Receivable Pool;  (II) the Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the  Receivable Pool; (IV) all Transaction Documents; (V) all Contracts related to the Receivable Pool;  (VI) the Sale Agreement and all rights and remedies of the Borrower thereunder; (VII) all other  assets in the Receivable Pool and Related Assets; (VIII) each Collection Account and the Payment  Account; (IX) all accounts, chattel paper, commercial tort claims, deposit accounts, documents,  fixtures, general intangibles (including payment intangibles), goods (including equipment and  inventory), instruments, investment property,  letter-of-credit rights, letters of credit, money, as- extracted collateral, oil, gas and other minerals before extraction, software, supporting obligations,  insurance policies and things in action; (X) all rights, interests, remedies, and privileges of the  Borrower relating to any of the foregoing including the right to sue for past, present, or future  infringement of any or all of the foregoing; and (XI) to the extent not otherwise included, all  products and Proceeds (the terms in clauses (I) through (XI) not otherwise defined in this  Agreement, as defined in the UCC) of the foregoing clauses (I) through (X) and all accessions to,  substitutions and replacements for, and rents, profits, and products of the of the foregoing  (including insurance proceeds), and all distributions (whether in money, securities, or other  property) and collections from or with respect to any of the foregoing.   (b) The parties hereto agree that this Agreement is not intended to constitute a  novation or a termination of the obligations under the Existing Purchase Agreement and that the  security interest created pursuant to the Existing Purchase Agreement is hereby confirmed and is  intended to continue and to secure the Borrower Obligations under this Agreement which amends  and restates the Existing Purchase Agreement.    (c) The Collateral Agent (for the benefit of the Secured Parties) shall have, with  respect to all the Collateral, and in addition to all the other rights and remedies available to the  Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a  secured party under any applicable UCC.  The Borrower hereby authorizes the Collateral Agent  (for the benefit of the Secured Parties) to file financing statements in each jurisdiction the  Collateral Agent deems necessary and appropriate to perfect its security interest in the Collateral,  describing the collateral covered thereby as “all of the debtor’s personal property or assets” or  words to that effect, notwithstanding that such wording may be broader in scope than the collateral  described in this Agreement. The Borrower acknowledges and agrees that the existing UCC  financing statement filed against the Borrower in favor of the Collateral Agent under the Existing    747634416.3 21671763747634416.9 21671763 71     Purchase Agreement continues to perfect the interest of the Collateral Agent in the Existing  Receivable Pool.  (d) To the fullest extent it may lawfully so agree, the Borrower and the Servicer  agree that it will not at any time insist upon, claim, plead, or take any benefit or advantage of any  appraisal, valuation, stay, extension, moratorium, redemption, or similar Law now or hereafter in  force in order to prevent, delay, or hinder the enforcement hereof or the absolute sale of any part  of the Collateral; the Borrower and the Servicer, each for itself and all who claim through it, so far  as it or they now or hereafter lawfully may do so, hereby waive the benefit of all such Laws and  all right to have the Collateral marshaled upon any foreclosure hereof, and agrees that any court  having jurisdiction to foreclose this Agreement may order the sale of the Collateral in its entirety.  Without limiting the generality of the foregoing, the Borrower and the Servicer hereby waive and  release any and all right to require the Collateral Agent or the Administrative Agent to collect any  of such obligations from any specific item or items of the Collateral or from any other party liable  as guarantor or in any other manner in respect of any of such obligations or from any collateral for  any of such obligations.  ARTICLE VI    REPRESENTATIONS AND WARRANTIES  SECTION 6.01.  Representations and Warranties of the Borrower.  The Borrower  represents and warrants as of the Closing Date, as of each day on which a Credit Extension shall  have occurred and as of each Settlement Date and, in respect of clauses (k) and (n) below, as of  the date of each Information Package, as follows:  (a) Organization and Good Standing.  It has been duly organized in, and is  validly existing and in good standing under the Laws of its jurisdiction of organization, with  organizational power and authority to own its properties and to conduct its business as such  properties are presently owned and such business is presently conducted.  (b) Due Qualification.  It has obtained all necessary licenses, approvals, and  qualifications, if any, in connection with its execution and delivery of the Transaction Documents  to which it is a party and the performance by it of its obligations contemplated in the Transaction  Documents.  (c) Power and Authority; Due Authorization.  It (i) has all necessary power and  authority to (A) execute and deliver this Agreement and the other Transaction Documents to which  it is a party in any capacity and (B) perform its obligations under the Transaction Documents  applicable to it and (ii) has duly authorized by all necessary limited liability company action the  execution, delivery, and performance of this Agreement and the other Transaction Documents to  which it is a party.  (d) Valid Sale; Binding Obligations.  This Agreement constitutes a security  agreement granting a security interest in the Pool Receivables and Related Assets to the Collateral  Agent (on behalf of the Secured Parties); and this Agreement and each other Transaction  Document to which it is a party when duly executed and delivered by it will constitute its legal,    747634416.3 21671763747634416.9 21671763 72     valid, and binding obligation enforceable against it in accordance with its terms, subject to  applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’  rights generally and subject to general principles of equity, regardless of whether considered in a  proceeding in equity or at law.  (e) No Violation.  The execution and delivery of each of the Transaction  Documents to which it is a party, the consummation of the transactions contemplated by this  Agreement and the other Transaction Documents and the performance by it of the terms hereof  and thereof will not (i) violate or result in a default under, (A) its Constituent Documents, (B) any  indenture, agreement, or instrument binding on it or any of its assets or properties, or (C) the ADT  Credit Agreement, any ADT Indenture or any ADT Collateral Agreement, (ii) result in the creation  or imposition of any Adverse Claim upon any of its assets or properties pursuant to the terms of  any such indenture, agreement, or instrument to which it is a party or by which it or any of its  properties is bound, other than any Adverse Claim created in connection with this Agreement and  the other Transaction Documents, or (iii) violate any Law applicable to it or any of its assets or  properties.  (f) No Proceedings.  There are no actions, suits, or proceedings by or before  any arbitrator or Governmental Authority pending against or, to its knowledge, threatened against  or affecting it, the Receivable Pool or Related Assets or any of its other assets or properties  (i) asserting the invalidity of this Agreement or any other Transaction Document, (ii) seeking to  prevent the sale and assignment of all or any portion of the Receivable Pool or Related Assets  under the Sale Agreement, the grant of a security interest in all or any portion of the Collateral  hereunder, or the consummation of any of the transactions contemplated by, or the purposes of,  this Agreement or of any of the other Transaction Documents, (iii) seeking any determination or  ruling that could materially and adversely affect the performance by any ADT Entity of its  obligations under any Transaction Document or (iv) could otherwise reasonably be expected,  individually or in the aggregate, to have a Material Adverse Effect.  (g) Bulk Sales Act.  No transaction contemplated hereby requires compliance  by the Borrower with any bulk sales act or similar Law.  (h) Governmental Approvals.  No authorization or approval or other action by,  and no notice to or filing with, any Governmental Authority is required for its due execution,  delivery, and performance of this Agreement or any other Transaction Document or the  transactions contemplated thereby, except for the filing of the UCC financing statements referred  to in Exhibit F.  (i) Use of Proceeds.  The use of all funds obtained by it under this Agreement  will not conflict with or contravene any of Regulations T, U, and X promulgated by the Board of  Governors of the Federal Reserve System.  (j) Quality of Title.  It has acquired from ADT, for fair consideration and  reasonably equivalent value, all of the right, title, and interest in each Pool Receivable and the  Related Assets in respect thereof and such acquisition constitutes a True Sale.  Each Contract and  Pool Receivable and the Related Assets related thereto, are owned by it free and clear of any  Adverse Claim; and upon any Transfer the Collateral Agent (for the benefit of the Secured Parties)  





 






  747634416.3 21671763747634416.9 21671763 73     shall have acquired and shall at all times thereafter continuously have the benefit of a first priority  perfected security interest in each Pool Receivable, together with the Related Assets, free and clear  of any Adverse Claim; and no valid effective financing statement or other instrument similar in  effect covering any Pool Receivable, any interest therein or the Related Assets is on file in any  recording office except for the following (“Permitted Lien Filings”):    (i) such a financing statement or other instrument filed (x) in favor of ADT or the Borrower  in accordance with any Transaction Document (and assigned to the Collateral Agent) or (y) in  favor of the Collateral Agent for the benefit of the Secured Parties in accordance with this  Agreement or any Transaction Document,   (ii) such a financing statement or other instrument that meets the following conditions: (x)  it names Barclays Bank PLC (or the applicable successor agent thereunder) as secured party, (y)  it relates to liens that are subject to the ADT Lien Release Acknowledgement and (z) it does not  have the effect of perfecting any security interest in any Pool Receivable, Related Asset or interest  therein,   (iii) financing statement number 2020 0668089 filed on January 28, 2020 with the  Secretary of State of Delaware naming ADT as debtor and Wells Fargo Bank, National Association  (or the applicable successor agent thereunder) as secured party, provided that it does not have the  effect of perfecting any security interest in any Pool Receivable, Related Asset or interest therein,  and  (iv) such a financing statement or other instrument naming ADT as debtor that meets the  following conditions: (x) it is filed after all filings referred to in the foregoing clause (i), and (y)  except as permitted under clause (i) above, it does not have the effect of perfecting any security  interest in any Pool Receivable, Related Asset or interest therein.   Without limiting the foregoing, no Chattel Paper evidencing Pool Receivables (x) is in the  possession of (or, in the case of electronic Chattel Paper, under the control of) any Person other  than the Servicer (for the benefit of the Collateral Agent and the Borrower), the Collateral Agent  or the Collateral Agent’s designee, or (y) has any marks or notations indicating that it has been  pledged, assigned, or otherwise conveyed to any Person other than the Borrower or the Collateral  Agent.  (k) Accurate Reports.  None of the reports, financial statements, certificates, or  other written information (other than forward-looking statements, projections, and statements of a  general industry nature, as to which it represents only that it acted in good faith and utilized  assumptions reasonable at the time made and due care in the preparation of such statement or  projection) furnished or to be furnished by or on behalf of it or any other ADT Entity (including,  without limitation, by electronic delivery) to the Administrative Agent, any Lender, or any Group  Agent in connection with this Agreement or any other Transaction Document or any amendment  hereto or delivered hereunder or thereunder (as modified or supplemented by other information so  furnished) including without limitation, each Loan Request, each Information Package and the  reports and information provided pursuant to Section 7.05(f) contains any material misstatement  of fact or omits to state any material fact necessary to make the statements therein, in the light of  the circumstances under which they were made, not materially misleading.      747634416.3 21671763747634416.9 21671763 74     (l) UCC Details.  It is a “registered organization” (as defined in Section 9- 102(a) of the UCC) that is formed or organized solely under the laws of the State of Delaware and  is “located” in Delaware for purposes of Section 9-307 of the UCC and the offices where it keeps  all its physical Records (to the extent not electronically available) and tangible chattel paper or  other physical collateral, if any, are located at the addresses specified in Schedule IV (or at such  other locations, notified to the Collateral Agent and the Administrative Agent in accordance with  Section 7.01(f)), in jurisdictions where all action required by Section 8.05 has been taken and  completed.  It has never had any, trade names, fictitious names, assumed names, or “doing business  as” names and is “located” in Delaware for purposes of Section 9-307 of the UCC.  It is organized  only in a single jurisdiction.  (m) Accounts.  The Lock-Boxes and names and addresses of all of the Account  Banks, together with the account numbers of the related Collection Accounts at such Account  Banks, are specified in Schedule II (or have been notified to and approved by the Collateral Agent  and the Administrative Agent in accordance with Section 7.03(d)).  The Collection Accounts and  the Payment Account, the account numbers for each such account and the Account Banks  maintaining each such account are specified in Schedule II except for such changes as are expressly  permitted by Section 3.04, Section 7.03(d) or Section 7.06(c).  (n) Eligible Receivables.  Each Pool Receivable listed as an Eligible Receivable  in any Loan Request or Information Package or included as an Eligible Receivable in the  calculation of Net Portfolio Balance on any date is an Eligible Receivable as of the effective date  of the information reported in such Loan Request or Information Package or as of the date of such  calculation, as the case may be, or has been cured through a repurchase or Deemed Collection  payment in accordance with the Sale Agreement.  No selection process was utilized for choosing  such Eligible Receivables, from among all Eligible Receivables, that could reasonably be expected  to be adverse or disadvantageous to the interests of the Lenders, and the Borrower does not  otherwise have any reason to expect that the performance of the Eligible Receivables owned by it  would be worse than any Eligible Receivables that are not being offered for sale to it under the  Sale Agreement, and (ii) each such Receivable adheres to the Credit and Collection Policy.  As of  each Transfer Date, it has no knowledge of any fact (including any defaults by the Obligor  thereunder or any Service Charge Receivable) that would cause it to expect any payment on any  Eligible Receivable transferred on such Transfer Date not to be paid in full when due.  (o) Adverse Change.  Since the Closing Date, (i) there has been no material  adverse change in the value, validity, collectability, or enforceability of all or a material portion of  the Pool Receivables, and (ii) there has been no Material Adverse Effect with respect to the  Borrower.  (p) Credit and Collection Policy.  It has engaged the Servicer to service the Pool  Receivables in accordance with the Credit and Collection Policy and all applicable Law.  It has  complied in all material respects with all applicable Law and with the Credit and Collection Policy.  (q) Financial Information.  All of its and its Affiliates’ financial statements  delivered to the Administrative Agent in accordance with this Agreement present fairly, in all  material respects, the actual financial position and results of operations of it and its Affiliates, as    747634416.3 21671763747634416.9 21671763 75     the case may be, as of the date and for the period presented or provided, in each case in accordance  with GAAP.  (r) Investment Company Act; Covered Fund.  It is not required to register as  an “Investment Company” under (and as defined in) the Investment Company Act.  It is not a  “covered fund” as defined in Section 619 of the Dodd-Frank Wall Street Reform and Consumer  Protection Act.  In determining that the Borrower is not such a “covered fund,” the Borrower relies  on, and is entitled to rely on, the exemption from the definition of “investment company” set forth  in Section 3(c)(5) of the Investment Company Act (although other exclusions or exemptions may  also be available to the Borrower).  (s) No Other Obligations.  It does not have outstanding any security of any kind  except membership interests issued to ADT in connection with its organization and has not  incurred, assumed, guaranteed or otherwise become directly or indirectly liable for, or in respect  of, any Debt, and no Person has any commitment or other arrangement to extend credit to the  Borrower, in each case, other than as will occur in accordance with the Transaction Documents.  (t) Representations and Warranties in Other Transactions Documents.  It  hereby makes for the benefit of the Collateral Agent, the Administrative Agent, each Group Agent  and each Lender all of the representations and warranties that the Borrower makes, in any capacity,  under the Sale Agreement, as if such representations and warranties (together with the related and  ancillary provisions) were set forth in full herein.  (u) Ordinary Course of Business.  Each remittance of Collections by or on  behalf of the Borrower to the Lenders (or to the Collateral Agent, the Administrative Agent or any  Group Agent on their behalf) under this Agreement will have been (i) in payment of a debt incurred  by the Borrower in the ordinary course of business or financial affairs of the Borrower, and  (ii) made in the ordinary course of business or financial affairs of the Borrower.  (v) Tax Matters.  It has filed all federal income tax returns and all other tax  returns that are required to be filed by it and has paid all taxes due pursuant to such returns or  pursuant to any assessment received by it, except for any such taxes or assessments, if any, that  are being appropriately contested in good faith by appropriate proceedings and with respect to  which adequate reserves in conformity with GAAP have been provided.  No tax lien has been  filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such  tax or assessment, except where such tax or lien is being contested as set forth above.  It has paid  all sales taxes to be paid by it in connection with the Equipment and installation related to each  Pool Receivable in compliance with Section 7.01(p), and has promptly notified the Administrative  Agent of (i) any failure to pay any sales taxes with respect to any Receivable and whether or not  such sales taxes are being contested as set forth above, and (ii) any asserted tax lien relating to any  such sales taxes and whether or not such lien is being contested as set forth above.   (w) Tax Status.  It has not made, at any time, any entity classification election  under Treas. Reg. Sec. 301.7701-3 nor is it otherwise treated as an association or publicly traded  partnership taxable as a corporation for U.S. federal income tax purposes.  It is treated as  disregarded as separate from its owner for U.S. federal income tax purposes with such owner being  a United States person within the meaning of section 7701(a)(30) of the Code.  It is not subject to    747634416.3 21671763747634416.9 21671763 76     any Tax in any jurisdiction outside the United States.  It has not taken any action that could subject  it nor is it otherwise subject to any material amount of Tax imposed by a state or local taxing  authority.  (x) No Event of Termination, Etc.  No event has occurred and is continuing, or  would result from any Loan that constitutes or would constitute an Unmatured Event of  Termination or Event of Termination.  (y) Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions.  (i) Each ADT Entity and their respective Subsidiaries is in compliance  in all material respects with the material provisions of the USA PATRIOT Act, and, on or  prior to the Closing Date, the Borrower has provided or caused to be provided to the  Administrative Agent all information related to the ADT Entities (including names,  addresses and tax identification numbers (if applicable)) reasonably requested in writing  by the Administrative Agent not less than 10 Business Days prior to the Closing Date and  mutually agreed to be required under “know your customer” and anti-money laundering  rules and regulations, including the USA PATRIOT Act, to be obtained by the  Administrative Agent or any Lender.  (ii) None of the ADT Entities, any of their respective Subsidiaries, nor,  to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of any  ADT Entity is currently the target of any sanctions administered by the United States,  including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)  and the U.S. State Department, the United Nations Security Council, Her Majesty’s  Treasury, the European Union or relevant member states of the European Union  (collectively, the “Sanctions”) and each ADT Entity and, to the knowledge of the  Borrower, their respective directors, officers, employees and agents are in compliance with  sanctions laws and regulations administered by the United States, including OFAC and the  U.S. State Department, the United Nations Security Council, Her Majesty’s Treasury, the  European Union or relevant member states of the European Union (collectively, the  “Sanctions Laws”) in all material respects.  The Borrower will not directly or indirectly  use the proceeds of any Loans or otherwise make available such proceeds to any person,  for the purpose of financing the activities of any person that is currently the target of any  Sanctions or for the purpose of funding, financing or facilitating any activities, business or  transaction with or in any country that is the target of the Sanctions, to the extent such  activities, businesses or transaction would be prohibited by the Sanctions Laws, or in any  manner that would result in the violation of  any Sanctions Laws applicable to any party  hereto.  (iii) Each ADT Entity, each of their respective Subsidiaries, and to the  knowledge of the Borrower, their directors, officers, agents or employees, are in  compliance with the U.S. Foreign Corrupt Practices Act of 1977 or similar law of a  jurisdiction in which the ADT Entities conduct their business and to which they are  lawfully subject (“Anti-Corruption Laws”), in each case, in all material respects.  No part  of the proceeds of any Loans made hereunder will be used to make any unlawful bribe,  rebate, payoff, influence payment, kickback or other unlawful payment.  





 






  747634416.3 21671763747634416.9 21671763 77     (z) The Borrower does not hold (nor will it hold throughout the term of this  Agreement) “plan assets” within the meaning of the Department of Labor regulations located at  29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.  (aa) Accounting Treatment. The Borrower and ADT expect that the  Receivables, Related Assets, and Collections relating to the Receivable Pool will be included on  the consolidated balance sheet of the Parent and ADT for purposes of GAAP to the extent they are  outstanding as of the end of any reporting period.  (bb) Advertisements, Promotions. No Pool Receivable is subject to any  advertisement, promotion or other arrangement offered by any ADT Entity, subject to which such  Pool Receivable or the Contract related to such Pool Receivable can be cancelled or terminated,  in any manner which would excuse the related Obligor of its obligation to pay all or any part of  the Unpaid Balance thereof, except pursuant to the Conditional Service Guaranty.  (cc) Pool Deficiency Amount.  Immediately after giving effect to any Loan on a  Borrowing Date and the application of the Collections in accordance with Section 3.01(d) on such  Borrowing Date, no Pool Deficiency Amount (calculated without giving effect to clause (ii) of the  definition thereof) will exist.  (dd) Control.  A Control Agreement is in full force and effect in respect of each  Collection Account and the Payment Account.  (ee) Rule 3a-7 Eligible Assets.  Each Loan constitutes an “eligible asset” within  the meaning of Rule 3a-7 promulgated under the Investment Company Act.  SECTION 6.02.  Representations and Warranties of ADT.  ADT represents and warrants  as of the Closing Date, as of each day on which a Credit Extension shall have occurred and as of  each Settlement Date and, in respect of clauses (j) and (l) below, as of the date of each Information  Package, as follows:  (a) Organization and Good Standing.  It has been duly organized and is validly  existing as a limited liability company in good standing under the Laws of its jurisdiction of  organization, with power and authority to own its properties and to conduct its business as such  properties are presently owned and such business is presently conducted.  (b) Due Qualification.  It is duly qualified to do business as a foreign limited  liability company in good standing, and has obtained all necessary qualifications, licenses, and  approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its  business (including the servicing of the Pool Receivables) requires such qualifications, licenses,  or approvals, except where the failure to do so could not reasonably be expected, individually or  in the aggregate, to result in a Material Adverse Effect.  (c) Power and Authority; Due Authorization.  It (i) has all necessary power and  authority to (A) execute and deliver this Agreement and the other Transaction Documents to which  it is a party in any capacity, and (B) carry out the terms of and perform its obligations under the  Transaction Documents applicable to it, and (ii) has duly authorized by all necessary limited    747634416.3 21671763747634416.9 21671763 78     liability company action the execution, delivery, and performance of this Agreement and the other  Transaction Documents to which it is a party.  (d) Binding Obligations.  This Agreement constitutes, and each other  Transaction Document to be signed by it when duly executed and delivered by it will constitute,  the legal, valid, and binding obligation of it, enforceable against it in accordance with its terms,  subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting  creditors’ rights generally and subject to general principles of equity, regardless of whether  considered in a proceeding in equity or at law.  (e) No Violation.  The execution and delivery of each of the Transaction  Documents to which it is a party and the consummation of the transactions contemplated by this  Agreement and the other Transaction Documents and the performance by it of the terms hereof  and thereof will not (i) violate or result in a default under, (A) its Constituent Documents, (B) any  indenture, agreement or instrument binding on it or its assets or properties or (C) the ADT Credit  Agreement, any ADT Indenture or any ADT Collateral Agreement, (ii) result in the creation or  imposition of any Adverse Claim upon any of its assets or properties pursuant to the terms of any  such indenture, agreement, or instrument, except as contemplated by the Sale Agreement, or  (iii) violate any Law applicable to it or any of its assets or properties, except in the case of this  clause (iii) to the extent that any such violations individually or in the aggregate could not  reasonably be expected to result in a Material Adverse Effect.  (f) No Proceedings.  There are no actions, suits, or proceedings by or before  any arbitrator or Governmental Authority pending against or, to the knowledge of the Servicer,  threatened against or affecting the Servicer or any of its assets or properties (i) asserting the  invalidity of this Agreement or any other Transaction Document, (ii) seeking to prevent the sale  and assignment of all or any portion of the Receivable Pool or Related Assets under the Sale  Agreement, the grant of a security interest in all or any portion of the Collateral hereunder, or the  consummation of any of the transactions contemplated by, or the purposes of, this Agreement or  of any of the other Transaction Documents, (iii) seeking any determination or ruling that could  materially and adversely affect the performance by any ADT Entity of its obligations under any  Transaction Document or (iv) could otherwise reasonably be expected, individually or in the  aggregate, to have a Material Adverse Effect.  (g) Governmental Approvals.  No authorization or approval or other action by,  and no notice to or filing with, any Governmental Authority is required for its due execution,  delivery, and performance of this Agreement or any other Transaction Document or the  transactions contemplated thereby, except for (x) the filing of the UCC financing statements  referred to in Article V, and (y) such authorizations, approvals, actions, notices or filings as have  been obtained or made or for which the failure to obtain or make the same, individually or in the  aggregate, could not reasonably be expected to result in a Material Adverse Effect.  (h) Quality of Title.  The Borrower has acquired from ADT, for fair  consideration and reasonably equivalent value, all of the right, title, and interest in each Pool  Receivable and the Related Assets in respect thereof and such acquisition constitutes a True Sale.   Immediately prior to each sale or contribution of a Receivable under the Sale Agreement, ADT  owned each Contract and Pool Receivable and the Related Assets related thereto free and clear of    747634416.3 21671763747634416.9 21671763 79     any Adverse Claim; and upon any Transfer under the Sale Agreement, the Collateral Agent (for  the benefit of the Secured Parties) has acquired and at all times thereafter continuously has the  benefit of a first priority perfected security interest in each Pool Receivable, together with the  Related Assets, free and clear of any Adverse Claim; and no valid effective financing statement or  other instrument similar in effect covering any Pool Receivable, any interest therein or the Related  Assets is on file in any recording office except Permitted Lien Filings.  Without limiting the  foregoing, no Chattel Paper evidencing Pool Receivables (x) is in the possession of (or, in the case  of electronic Chattel Paper, under the control of) any Person other than the Servicer (for the benefit  of the Collateral Agent and the Borrower), the Collateral Agent or the Collateral Agent’s designee,  or (y) has any marks or notations indicating that it has been pledged, assigned, or otherwise  conveyed to any Person other than the Borrower or the Collateral Agent.  (i) Financial Condition.  All financial statements of the ADT Entities and their  respective Subsidiaries (including the notes thereto) delivered to the Collateral Agent, the  Administrative Agent, and each Group Agent pursuant to Section 7.05(a), present fairly, in all  material respects, the actual financial position and results of operations and cash flows of such  entities as of the dates and for the periods presented or provided other than in the case of annual  financial statements, in each case in accordance with GAAP, subject to year-end audit adjustments  and the absence of footnotes in the case of all interim balance sheets of the Parent and ADT.  (j) Accurate Reports.  None of the reports, financial statements, certificates, or  other written information (other than forward-looking statements, projections, and statements of a  general industry nature, as to which it represents only that it acted in good faith and utilized  assumptions reasonable at the time made and due care in the preparation of such statement or  projection) furnished or to be furnished by or on behalf of it or any other ADT Entity (including  each Loan Request and each Information Package furnished by the Servicer and each report  furnished pursuant to Section 7.05(f)) (including, without limitation, by electronic delivery) to the  Collateral Agent, the Administrative Agent, any Lender, or any Group Agent in connection with  this Agreement or any other Transaction Document or any amendment hereto or delivered  hereunder or thereunder (as modified or supplemented by other information so furnished) contains  any material misstatement of fact or omits to state any material fact necessary to make the  statements therein, in the light of the circumstances under which they were made, not materially  misleading.  (k) Accounts.  The Lock-Boxes, names and addresses of all of the Account  Banks, together with the account numbers of the Collection Accounts at such Account Banks, are  specified in Schedule II (or have been notified to and approved by the Collateral Agent and the  Administrative Agent in accordance with Section 7.03(d)).  The Collection Accounts and the  Payment Account, the account numbers for each such account and the Account Bank maintaining  each such account are specified in Schedule II, except for such changes as are expressly permitted  by Section 3.04, Section 7.03(d) or Section 7.06(c).  (l) Eligible Receivables.  Each Pool Receivable listed as an Eligible Receivable  in any Loan Request or Information Package or included as an Eligible Receivable in the  calculation of Net Portfolio Balance on any date is an Eligible Receivable as of the effective date  of the information reported in such Loan Request or Information Package or as of the date of such  calculation, as the case may be, or has been cured through a repurchase in accordance with the    747634416.3 21671763747634416.9 21671763 80     Sale Agreement.  In selecting the Eligible Receivables to be sold or contributed to the Borrower  pursuant to the Sale Agreement (i) it did not utilize any selection process for choosing such Eligible  Receivables, from among all Eligible Receivables, that could reasonably be expected to be adverse  or disadvantageous to the interests of the Lenders, and ADT does not otherwise have any reason  to expect that the performance of the Eligible Receivables sold under the Sale Agreement would  be worse than any Eligible Receivables that it is not offering for sale under the Sale Agreement,  and (ii) each such Receivable adheres to the Credit and Collection Policy.  As of each Transfer  Date, it has no knowledge of any fact (including any defaults by the Obligor thereunder or any  Service Charge Receivable) that would cause it to expect any payment on any Eligible Receivable  transferred on such Transfer Date not to be paid in full when due.  (m) Adverse Change.  Since the Closing Date, (i) there has been no material  adverse change in the value, validity, collectability, or enforceability of all or a material portion of  the Pool Receivables, and (ii) there has been no Material Adverse Effect with respect to ADT or  the Parent.  (n) Credit and Collection Policy; Law.  It has complied with the Credit and  Collection Policy and such policies have not changed in any respect since the Closing Date, except  as permitted under Sections 7.03(c) and 7.05(g).  It has complied with all applicable Law, except  where the failure to so comply, individually or in the aggregate could not reasonably be expected  to result in a Material Adverse Effect.  (o) Investment Company Act.  It is not  required to register as an “Investment  Company” under (and as defined in) the Investment Company Act.  (p) ERISA.  No ERISA Event has occurred or is reasonably expected to occur,  except as could not reasonably be expected to have a Material Adverse Effect.  (q) Tax Returns and Payments.  It has filed all federal income tax returns and  all other tax returns that are required to be filed by it and has paid all taxes due pursuant to such  returns or pursuant to any assessment received by it, except for any such taxes or assessments, if  any, that are being appropriately contested in good faith by appropriate proceedings and with  respect to which adequate reserves in conformity with GAAP have been provided.  No tax lien has  been filed, and, to the knowledge of the Servicer, no claim is being asserted, with respect to any  such tax or assessment, except where such tax or lien is being contested as set forth above.  It has  paid all sales taxes to be paid by it in connection with the Equipment and installation related to  each Pool Receivable in compliance with Section 7.04(k), and has promptly notified the  Administrative Agent of (i) any failure to pay any sales taxes with respect to any Receivable and  whether or not such sales taxes are being contested as set forth above, and (ii) any asserted tax lien  relating to any such sales taxes and whether or not such lien is being contested as set forth above.  (r) No Event of Termination, Etc.  No event has occurred and is continuing, or  would result from any Loan, that constitutes or would constitute an Unmatured Event of  Termination or Event of Termination.  (s) Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions.  





 






  747634416.3 21671763747634416.9 21671763 81     (i) Each ADT Entity is in compliance in all material respects with the  material provisions of the USA PATRIOT Act, and, on or prior to the Closing Date, the  Servicer has provided or caused to be provided to the Administrative Agent all information  related to the ADT Entities (including names, addresses and tax identification numbers (if  applicable)) reasonably requested in writing by the Administrative Agent not less than 10  Business Days prior to the Closing Date and mutually agreed to be required under “know  your customer” and anti-money laundering rules and regulations, including the USA  PATRIOT Act, to be obtained by the Administrative Agent or any Lender.  (ii) None of the ADT Entities, or an of their respective Subsidiaries, nor,  to the knowledge of the Servicer, any director, officer, agent, employee or Affiliate of any  ADT Entity is currently the target of any Sanctions and each ADT Entity and, to the  knowledge of the Servicer, their respective directors, officers, employees and agents are in  compliance with Sanctions Laws in all material respects.  The Servicer will not directly or  indirectly cause the proceeds of any Loans to be used or otherwise make available such  proceeds to any person, for the purpose of financing the activities of any person that is  currently the target of any Sanctions or for the purpose of funding, financing or facilitating  any activities, business or transaction with or in any country that is the target of the  Sanctions, to the extent such activities, businesses or transaction would be prohibited by  the Sanctions Laws, or in any manner that would result in the violation of  any Sanctions  Laws applicable to any party hereto.  (iii) Each ADT Entity, each of their respective Subsidiaries, and to the  knowledge of the Servicer, their directors, officers, agents or employees, are in compliance  with Anti-Corruption Laws in all material respects.  No part of the proceeds of any Loans  made hereunder will be used to make any unlawful bribe, rebate, payoff, influence  payment, kickback or other unlawful payment.  (t) Advertisements, Promotions. No Pool Receivable is subject to any  advertisement, promotion or other arrangement offered by any ADT Entity, subject to which such  Pool Receivable or the Contract related to such Pool Receivable can be cancelled or terminated,  in any manner which would excuse the related Obligor of its obligation to pay all or any part of  the Unpaid Balance thereof, except pursuant to the Conditional Service Guaranty.   (u) Pool Deficiency Amount.  Immediately after giving effect to any Loan on a  Borrowing Date and the application of Collections in accordance with Section 3.01(d) on such  Borrowing Date, no Pool Deficiency Amount (calculated without giving effect to clause (ii) of the  definition thereof) will exist.  (v) Control.  A Control Agreement is in full force and effect in respect of each  Collection Account and a Control Agreement is in full force and effect in respect of the Payment  Account.  (w) Permitted Securitization Financing.  The transactions contemplated by this  Agreement, including the transfer and pledge of Receivables in connection with the financing  contemplated hereby, constitute a Permitted Securitization (as defined in the ADT Credit  Agreement) and the entry by any ADT Entity into any Transaction Document and their respective    747634416.3 21671763747634416.9 21671763 82     performance thereunder is permitted by the ADT Credit Agreement, each ADT Indenture and each  ADT Collateral Agreement, and will not conflict with or violate the terms of the ADT Credit  Agreement, any ADT Indenture or any ADT Collateral Agreement.  The Pool Receivables, the  Related Assets, related Collections and other Collateral are free and clear of any Adverse Claim.  ARTICLE VII    COVENANTS  SECTION 7.01.  Affirmative Covenants of the Borrower.  At all times from the Closing  Date until the Final Payout Date, the Borrower shall:  (a) Compliance with Laws, Etc.  Comply with all applicable Laws, in respect  of the conduct of its business, the Pool Receivables, and each of the related Contracts, except  where the failure to so comply, individually or in the aggregate could not reasonably be expected  to adversely affect any Pool Receivable, or otherwise give rise to a Material Adverse Effect.  (b) Preservation of Existence.  Preserve and maintain its existence, rights,  franchises, and privileges in the jurisdiction of its organization, and qualify and remain qualified  in good standing in each jurisdiction, except where the failure to qualify or preserve or maintain  such existence, rights, franchises, or privileges could not, individually or in the aggregate,  reasonably be expected to have a Material Adverse Effect.  (c) Inspections.  From time to time, at the expense of ADT upon reasonable  prior notice, upon the request by the Administrative Agent or the Required Lenders (or any Group  Agent if an Unmatured Event of Termination or Event of Termination has occurred and is  continuing) and during regular business hours, permit the Collateral Agent, the Administrative  Agent, and the Group Agents, or any of their respective representatives to visit and inspect its  properties, to examine and make extracts from its Records, and to discuss its affairs, finances, and  condition with its officers and independent accountants, all at such reasonable times and as often  as reasonably requested; provided that, unless an Event of Termination, or an Unmatured Event of  Termination has occurred and is continuing at the time of any such inspection, ADT shall only be  required to reimburse the reasonable documented out-of-pocket costs and expenses related to one  such inspection of the Borrower during any 12-month period, which inspection shall be requested  and scheduled by the Administrative Agent; provided, further, that the Collateral Agent, the  Administrative Agent and the Group Agents shall use reasonable efforts to coordinate the timing  of any inspections made of the Borrower pursuant to this Section 7.01(c) and of ADT pursuant to  Section 5.2(a) of the Sale Agreement and Section 7.04(c).  (d) Keeping of Records and Books of Account; Delivery.  Maintain and  implement, or cause to be maintained and implemented, administrative and operating procedures  (including an ability to recreate records evidencing the Pool Receivables, the Related Assets and  the Service Charge Receivables in the event of the destruction of the originals thereof, backing up  on at least a daily basis on a separate backup computer from which electronic file copies can be  readily produced and distributed to third parties being agreed to suffice for this purpose), and keep  and maintain, or cause to be kept and maintained, all documents, books, records, and other  information necessary or advisable for the collection of the Pool Receivables and Related Assets    747634416.3 21671763747634416.9 21671763 83     (including records adequate to permit the daily identification of (i) each new Pool Receivable, all  Collections relating to each Pool Receivable and adjustments to each existing Pool Receivable  received, made or otherwise processed on that day, and (ii) the portion of the amounts received  from each Obligor that constitute Collections on the related Pool Receivables and the portion that  relates to Collections in respect of Service Charge Receivables in order to effect the priority of  payments set forth in the related Contracts).  (e) Performance and Compliance with Pool Receivables and Contracts.  At  ADT’s expense, timely and fully perform and comply with all provisions, covenants and other  promises required to be observed by it under the Contracts related to the Pool Receivables, except  where the failure to so perform or comply, individually or in the aggregate could not reasonably  be expected to adversely affect any Pool Receivable or Related Assets or otherwise result in a  Material Adverse Effect.  (f) Location of Records.  Keep all its physical Records (to the extent not  electronically available) and tangible chattel paper or other physical collateral (and any original  documents relating thereto), if any, at the address(es) of the Borrower referred to in Section 6.01(l)  or, upon thirty (30) days’ prior written notice to the Collateral Agent and the Administrative Agent,  at such other locations in jurisdictions where all action required to protect and perfect the Collateral  Agent’s first priority perfected security interest in the Receivable Pool and the Related Assets free  and clear of any Adverse Claim shall have been taken and completed.  (g) Credit and Collection Policy.  Cause the Servicer to service the Pool  Receivables, Related Assets, and Contracts in respect of the Receivable Pool in accordance with  the Credit and Collection Policy and not agree to any changes thereto, except as permitted under  Section 7.03(c).  (h) Collections.  Cause the Servicer to promptly withdraw from the bank  accounts and/or charge the credit or debit cards of the Direct Deposit Obligors all amounts  necessary to effect the timely payment when due of the Unpaid Balance of the Pool Receivables  relating to such Direct Deposit Obligors and immediately remit such amounts within one (1)  Business Day of the date of withdrawal, debit or credit, directly to a Collection Account subject to  a Control Agreement, without any commingling of such amounts with any other funds. Instruct,  or cause the Servicer to instruct, each Obligor that to the extent any payment in respect of the  related Pool Receivable is not to be made through the Servicer’s withdrawal from the bank account  of each such Obligor and/or through the charge of the credit or debit card of each such Obligor, all  Collections in respect of the Pool Receivables of each such Obligor shall be made to (i) a  Collection Account covered by a Control Agreement or (ii) a Lock-Box that remits such amounts  directly to a Collection Account covered by a Control Agreement, in each case, without any  commingling of such amounts with any other funds. Cause the Servicer to as promptly as  practicable and in any event within one (1) Business Day of receipt in any Collection Account of  any Collections, remit, or cause to be remitted, such amounts directly to the Payment Account,  without any commingling of such amounts with any other funds.     (i) Right and Title.  Hold all right, title, and interest in each Pool Receivable,  except to the extent that any such right, title, or interest has been transferred or granted to the  Collateral Agent (on behalf of the Secured Parties).    747634416.3 21671763747634416.9 21671763 84     (j) Transaction Documents.  Without limiting its covenants or agreements set  forth herein or in any other Transaction Document, (i) comply with each and every of its covenants  and agreements under the Sale Agreement and its Constituent Documents, and (ii) take all actions  reasonably necessary to ensure that each Transaction Document, except as may be terminated with  the consent of the Administrative Agent, the Collateral Agent and each Group Agent, or in  accordance with its terms, remains enforceable and in effect.  (k) Enforcement of Sale Agreement.  On its own behalf and on behalf of  Lenders, Group Agents, the Collateral Agent, and the Administrative Agent, (x) promptly enforce  all covenants and obligations of ADT contained in the Sale Agreement, and (y) deliver to the  Collateral Agent and the Administrative Agent (which will deliver such consents to each Group  Agent) all consents, approvals, directions, notices, and waivers and take other actions under the  Sale Agreement as may be reasonably directed by the Collateral Agent, the Administrative Agent  or the Required Lenders.  (l) Filing of Financing Statements.  At ADT’s expense, take all actions  necessary (including all filings) to vest in, and maintain in the Collateral Agent (on behalf of the  Secured Parties) a valid, first priority perfected security interest in the Pool Receivables and  Related Assets and the other Collateral free and clear of any Adverse Claims.  Without limiting  the foregoing, at ADT’s expense, as promptly as practicable (within five (5) Business Days)  following such request execute, authorize and deliver all instruments and documents and take all  action, necessary or reasonably requested by the Collateral Agent, the Administrative Agent, or  any Group Agent (including the filing of financing or continuation statements, amendments  thereto, or assignments thereof) to enable the Collateral Agent to exercise and enforce all of its  rights hereunder and to vest and maintain vested in the Collateral Agent a valid, first priority  perfected security interest in the Pool Receivables, the Related Assets with respect thereto, the  Sale Agreement, the Collections with respect thereto and the other Collateral free and clear of any  Adverse Claim.  The Borrower hereby authorizes the Administrative Agent and the Collateral  Agent to file any continuation statements, amendments thereto, and assignments thereof as the  Collateral Agent, the Administrative Agent, or any Group Agent may from time to time determine  to be necessary or desirable to perfect or maintain the perfection or priority of its security interest  in the Pool Receivables, the Collections with respect thereto, the Related Assets with respect  thereto, the Sale Agreement, and the other Collateral free and clear of any Adverse Claims.  (m) Location.  Maintain at all times its jurisdiction of organization and its chief  executive office within a jurisdiction in the United States in which Article 9 of the UCC (2001 or  later revision) is in effect.  (n) Tax Matters.  Pay all applicable taxes required to be paid by it when due  and payable in connection with the transfer of the Pool Receivables and Related Assets by the  Borrower; the Borrower acknowledges that none of the Collateral Agent, the Administrative  Agent, any Group Agent, or any Lender shall have any responsibility with respect thereto.  Pay  and discharge, or cause the payment and discharge of, all federal income taxes (and all other  material taxes) when due and payable, except  such as may be contested in good faith by  appropriate proceeding and for which an adequate reserve has been established and is maintained  in accordance with GAAP.  





 






  747634416.3 21671763747634416.9 21671763 85     (o) Certain Governmental Fees, Surcharges, and Taxes.  With respect to any  portion of a Receivable attributable to governmental fees, surcharges, or taxes, pay (or cause to be  paid) such governmental fees, surcharges, or taxes to the applicable Governmental Authority when  due in accordance with applicable Law (except for any such governmental fees, surcharges, or  taxes that are being appropriately contested in good faith by appropriate proceedings and with  respect to which adequate reserves in conformity with GAAP have been provided), and none of  the Collateral Agent, the Administrative Agent, any Group Agent, or any Lender shall have any  obligation to make any such payment or shall have any other responsibility with respect thereto.    (p) Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions.  Maintain in  effect and enforce policies and procedures reasonably designed to ensure compliance in all  material respects, by the Borrower and its directors, officers, employees, and agents with Anti- Corruption Laws and applicable Sanctions Laws in connection with its business operations, except  where the failure to do so, individually or in the aggregate, could not reasonably be expected to  result in a Material Adverse Effect.  (q) Accounting Treatment.  Provide the Collateral Agent and the  Administrative Agent with written notice delivered not less than twenty (20) days prior to the last  day of each fiscal quarter or fiscal year, if the Receivables relating to the Receivable Pool will not  be included on the consolidated balance sheet of ADT for purposes of GAAP as of such date.  (r) Payment of Principal and Interest.  Duly and punctually pay Principal,  Interest, Fees and all other amounts payable by the Borrower hereunder in accordance with the  terms of this Agreement.  SECTION 7.02.  Reporting Requirements of the Borrower.  From the date hereof until the  Final Payout Date, the Borrower shall furnish to the Collateral Agent and the Administrative Agent  (who shall promptly send the same to the Group Agents):  (a) Financial Statements.  As soon as available and in any event within 75 days  after the end of its fiscal year, copies of the unaudited annual income statement and balance sheet  of the Borrower, prepared in conformity with GAAP (which may be furnished through the delivery  of the consolidated financial statements of ADT and the Parent pursuant to Section 7.05(a)).  (b) Events of Termination, Etc.  Notice of the occurrence of any Event of  Termination or Unmatured Event of Termination accompanied by a written statement of an  appropriate officer of the Borrower (or the Servicer on its behalf) setting forth details of such event  and the action that the Borrower proposes to take with respect thereto, such notice to be provided  promptly (but not later than two (2) Business Days) after any Responsible Officer of the Borrower  or the Servicer obtains actual knowledge thereof.  (c) Other Information.  Promptly, from time to time, such Records or other  information, documents, records, or reports respecting the condition or operations, financial or  otherwise, of the Borrower, its performance under the Transaction Document and the Pool  Receivables and Related Assets as the Collateral Agent, the Administrative Agent, or any Group  Agent may from time to time reasonably request.    747634416.3 21671763747634416.9 21671763 86     (d) Notices Under Sale Agreement.  A copy of each notice received by the  Borrower from ADT pursuant to any provision of the Sale Agreement.  (e) ERISA.  Written notice of any ERISA Event.  (f) Annual Lien Opinion.  No later than April 20 of each year, at the expense  of the Borrower, a legal opinion of counsel reasonably satisfactory to the Collateral Agent and in  form and substance satisfactory to the Collateral Agent (accompanied by recent lien searches  against the Borrower and ADT), addressing the perfection and priority under the UCC of the  Transfers to the Borrower and of the security interests granted to the Collateral Agent under the  Transaction Documents and the absence of any financing statements or other  instruments filed  against ADT or the Borrower reflected in such lien searches covering any Pool Receivable, Related  Asset or interest therein other than Permitted Lien Filings.  SECTION 7.03.  Negative Covenants of the Borrower.  From the date hereof until the Final  Payout Date, the Borrower shall not:  (a) Sales, Adverse Claims, Etc.  Except as otherwise provided herein or in the  Sale Agreement, sell, assign (by operation of Law or otherwise), or otherwise dispose of, or create  or suffer to exist any Adverse Claim (other than the Borrower's ownership interest or contingent  claim to ownership) upon or with respect to any Pool Receivable, Related Assets or any other  Collateral.  (b) Extension or Amendment of Receivables.  Except as provided in Section  8.02(b) and to the extent resulting from the Conditional Service Guaranty, extend, amend or  otherwise modify the terms of any Pool Receivable (in each case, including, without limitation, by  means of any promotional activity, advertising or other statement or warranty (including on any  ADT Entity’s website)), or amend, modify or waive any term or condition of any Contract related  thereto or permit the Servicer to do the same.  (c) Change in Credit and Collection Policy, Business, or Constituent  Documents.  (i) Make or consent to any change or amendment to the Credit and Collection Policy  or permit the Servicer to make any such change or amendment if such proposed change or  amendment could reasonably be expected to adversely affect the value, validity, collectability, or  enforceability of any Pool Receivables or the Related Assets or decrease the credit quality of any  Pool Receivable or the Related Assets or otherwise give rise to a Material Adverse Effect without  (x) the prior written consent of the Collateral Agent, the Administrative Agent, and each Group  Agent, or (y) in the case of any such change or amendment required by Law, upon delivery to the  Collateral Agent and the Administrative Agent of a certificate of a Responsible Officer of ADT  which certifies, that based upon advice of reputable counsel, such change or amendment is required  to be made as a result of a change in Law, or (ii) make any change in the character of its business  or amend or otherwise modify its Constituent Documents in any respect without the prior written  consent of the Collateral Agent, the Administrative Agent and the Required Lenders.  (d) Change in Accounts.  (i) Add any bank, lock-box or lock-box account not  listed on Schedule II as an Account Bank, Lock-Box or Collection Account unless the Collateral  Agent and the Administrative Agent shall have previously approved and received duly executed    747634416.3 21671763747634416.9 21671763 87     copies of the proper forms of Control Agreements duly executed by the parties thereto,  (ii) terminate any Account Bank, or related Lock-Box, Collection Account or the Payment  Account without the prior written consent of the Collateral Agent, the Administrative Agent and,  in each case, only if prior to such termination it has instructed all affected Obligors to make  payments to another Lock-Box or Collection Account or established a substitute Payment Account,  as the case may be, in each case, satisfying the requirements of this Agreement, and all affected  Obligors (other than Obligors in respect of Delinquent Receivables or Defaulted Receivables) have  made at least one payment to such other Lock-Box or Collection Account, and has provided such  certifications or undertakings reasonably satisfactory to the Collateral Agent and the  Administrative Agent regarding any Obligor payments that may continue to be made to a Lock- Box or Collection Account that is being terminated, or (iii) affirmatively consent to  any amendment, supplement, or other modification of any Lock-Box agreement without the prior  written consent of the Collateral Agent and the Administrative Agent.  (e) Deposits to Accounts.  Deposit or otherwise credit, or cause or permit to be  so deposited or credited, or direct any Obligor to deposit or remit, any Collections on Pool  Receivables to any account not covered by the proper Control Agreement, or (ii) permit any  amount to be deposited, credited or remitted to any Collection Account or the Payment Account  other than Collections in respect of Pool Receivables.  Permit any Collections in respect of Pool  Receivables to be deposited, or credited in any account which is not subject to a Control Agreement  which is in full force and effect.  (f) Name Change, Mergers, Acquisitions, Sales, etc.  (i) Change its name or the  location of any office at which its physical Records (to the extent not electronically available) and  tangible chattel paper or other physical collateral, if any, are maintained, (ii) be a party to any  merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or  any stock of any class of, or any partnership or joint venture interest (or similar ownership interest)  in, any other Person; or, sell, transfer, convey, contribute, or lease all or any substantial part of its  assets, or sell or assign with or without recourse any Pool Receivables or any interest therein (other  than pursuant hereto and to the Sale Agreement) to any Person, or (iii) have any subsidiaries.  (g) Debt and Business Activity.  Incur, assume, guarantee, or otherwise become  directly or indirectly liable for or in respect of any Debt or other obligation, purchase any asset (or  make any investment by share purchase loan or otherwise), or engage in any other activity (whether  or not pursued for gain or other pecuniary advantage), in any case, other than as will occur in  accordance with this Agreement or the other Transaction Documents.  (h) Change in Organization, Etc.  Change its jurisdiction of organization or its  name, identity, or corporate structure  or make any other change such that any financing statement  filed or other action taken to perfect the Collateral Agent’s interests under this Agreement would  become misleading or would otherwise be rendered ineffective, unless the Borrower shall have  given the Administrative Agent and the Collateral Agent not less than thirty (30) days’ prior  written notice of such change and shall have cured such circumstances.  The Borrower shall not  amend or otherwise modify or waive its Constituent Documents or any provision thereof without  the prior written consent of the Collateral Agent and the Administrative Agent.    747634416.3 21671763747634416.9 21671763 88     (i) Actions Impairing Quality of Title.  Take any action that could reasonably  be expected to cause any Pool Receivable, together with the Related Assets, not to be owned by it  free and clear of any Adverse Claim; or take any action that could cause the Collateral Agent not  to have a first priority perfected security interest in the Receivable Pool and Related Assets and  the other Collateral and all products and proceeds of the foregoing, free and clear of any Adverse  Claim, or suffer the existence of any valid effective financing statement or other instrument similar  in effect covering any Pool Receivable, any Related Asset, any Contract, any other Collateral or  any proceeds thereof on file in any recording office, except Permitted Lien Filings.  (j) Actions by ADT.  Notwithstanding anything to the contrary set forth in the  Sale Agreement, consent to (i) any change or removal of any notation required to be made by ADT  pursuant to Section 3.3 of the Sale Agreement, or (ii) any waiver of or departure from any term set  forth in Section 5.4 of the Sale Agreement, in each case, without the prior written consent of the  Collateral Agent, the Administrative Agent and each Group Agent.  (k) Tax Status.  Take (or permit any other Person to take) any action that could  (or could reasonably be expected to) cause the Borrower to be treated as other than disregarded as  separate from its owner for U.S. federal income tax purposes with such owner being a United  States person within the meaning of section 7701(a)(30) of the Code.  The Borrower shall not take  (or permit any other Person to take) any action that could cause it to be subject to any Tax in any  jurisdiction outside the United States.  The Borrower shall not take (or permit any other Person to  take) any action that could cause it to be subject to any material amount of Tax imposed by a state  or local taxing authority (which shall not be deemed to include, for the avoidance of doubt, any  annual Taxes, franchise Taxes or similar Taxes).  (l) Chattel Paper.  Permit any Chattel Paper relating to the Pool Receivable or  Related Assets to be in the possession of (or, in the case of electronic Chattel Paper, under the  control of) any Person other than the Servicer (for the benefit of the Collateral Agent and the  Borrower), the Collateral Agent or the Collateral Agent’s designee.  (m) Restricted Payments.  If an Event of Termination or Unmatured Event of  Termination has occurred and is continuing, (i) purchase or redeem any of its membership  interests, (ii) declare or pay any dividend or distribution or set aside any funds for any such  purpose, (iii) prepay, purchase or redeem any Debt other than in accordance with or pursuant to  any Transaction Document, (iv) lend or advance any funds or (v) repay any loans or advances to,  for or from any of its Affiliates.  SECTION 7.04.  Affirmative Covenants of ADT.  From the date hereof until the Final  Payout Date, ADT, individually and when acting as the Servicer, shall:  (a) Compliance with Laws, Etc.  Comply with all applicable Laws in respect of  the conduct of its business, its assets and properties, the Pool Receivables, the related Contracts  and the servicing and collection thereof, except where the failure to so comply, individually or in  the aggregate could not reasonably be expected to adversely affect any Pool Receivable, or  otherwise give rise to a Material Adverse Effect.  





 






  747634416.3 21671763747634416.9 21671763 89     (b) Preservation of Corporate Existence.  Preserve and maintain its corporate  existence, rights, franchises, and privileges in the jurisdiction of its incorporation, and qualify and  remain qualified in good standing in each jurisdiction except where the failure to preserve or  maintain such existence, rights, franchises, or privileges or to be so qualified could not,  individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  (c) Inspections.  From time to time, at its expense, upon reasonable prior notice,  upon the reasonable request by the Administrative Agent or the Required Lenders (or any Group  Agent if an Unmatured Event of Termination or Event of Termination has occurred and is  continuing) and during regular business hours, permit the Administrative Agent, the Collateral  Agent, and the Group Agents, or any of their respective representatives to visit and inspect its  properties, to examine and make extracts from its Records, and to discuss its affairs, finances, and  condition with its officers and independent accountants with respect to the Pool Receivables and  the Related Assets and the performance of its obligations (as Servicer or otherwise) under the  Transaction Documents as often as reasonably requested; provided that, unless an Event of  Termination,  or an Unmatured Event of Termination has occurred and is continuing at the time of  any such inspection, the Servicer shall only be required to reimburse the reasonable documented  out-of-pocket costs and expenses related to one such inspection pursuant to Section 5.2(a) of the  Sale Agreement or this Section 7.04(c) during any 12-month period, which inspection shall be  requested and scheduled by the Administrative Agent; provided, further, that the Collateral Agent,  the Administrative Agent and the Group Agents shall use reasonable efforts to coordinate the  timing of any inspections made of ADT pursuant to this Section 7.04(c) and of the Borrower  pursuant to Section 7.01(c).  (d) Keeping of Records and Books of Account; Delivery; Location of Records.   Maintain and implement, or cause to be maintained and implemented, administrative and operating  procedures (including an ability to recreate records evidencing the Pool Receivables, the Related  Assets and the Service Charge Receivables in the event of the destruction of the originals thereof,  backing up on at least a daily basis on a separate backup computer from which electronic file  copies can be readily produced and distributed to third parties being agreed to suffice for this  purpose), and keep and maintain, or cause to be kept and maintained, all documents, books,  records, and other information necessary or advisable for the collection of all Pool Receivables,  and Related Assets (including records adequate to permit the daily identification of (i) each new  Pool Receivable, all Collections relating to each Pool Receivable and adjustments to each existing  Pool Receivable received, made or otherwise processed on that day, and (ii) the portion of the  amounts received from each Obligor that constitute Collections on the related Pool Receivables  and the portion that relates to Collections in respect of Service Charge Receivables in order to  effect the priority of payments set forth in the related Contracts).  In addition, it shall keep its  physical Records (to the extent not electronically available) and tangible chattel paper or other  physical collateral (and any original documents relating thereto), if any, at the address(es) referred  to in Annex 2 of the Sale Agreement or at such other address(es) as set forth in the Sale Agreement  or, upon thirty (30) days’ prior written notice to the Collateral Agent and the Administrative Agent,  at such other locations in jurisdictions where all action required by Section 8.05 hereof shall have  been taken and completed.  (e) Performance and Compliance with Receivables and Contracts.  At its  expense, timely and fully perform and comply with all provisions, covenants, and other promises    747634416.3 21671763747634416.9 21671763 90     required to be observed by it under the Contracts and the Pool Receivables relating to the  Receivable Pool, except where the failure to so perform or comply, individually or in the aggregate,  could not reasonably be expected to adversely affect any Pool Receivable or Related Assets or  otherwise result in a Material Adverse Effect.  (f) Credit and Collection Policy.  Comply with the Credit and Collection Policy  in regard to each Pool Receivable, the Related Assets, each Service Charge Receivable, the related  Contract and the servicing and collection thereof.  (g) Collections.  Promptly withdraw from the bank accounts and/or charge the  credit or debit cards of the Direct Deposit Obligors all amounts necessary to effect the timely  payment when due of the Unpaid Balance of the Pool Receivables relating to such Direct Deposit  Obligors and immediately remit such amounts, within one (1) Business Day of the date of  withdrawal, debit or credit directly to a Collection Account, without any commingling of such  amounts with any other funds.  Instruct each Obligor that to the extent any payment in respect of  the related Pool Receivable is not to be made through the Servicer’s withdrawal from the bank  account of each such Obligor and/or through the charge of the credit or debit card of each such  Obligor, all Collections in respect of the Pool Receivables of each such Obligor shall be made to  (i) a Collection Account covered by a Control Agreement or (ii) a Lock-Box that remits such  amounts directly to a Collection Account covered by a Control Agreement, in each case, without  any commingling of such amounts with any other funds.  As promptly as practicable and in any  event within one (1) Business Day of receipt in any Collection Account of any Collections, remit,  or cause to be remitted, such amounts directly to the Payment Account, without any commingling  of such amounts with any other funds.   (h) Filing of Financing Statements.  At its expense, take all actions necessary  (including all filings) to vest in, and maintain in the Collateral Agent (on behalf of the Secured  Parties) a valid, first priority perfected security interest in the Pool Receivables and Related Assets  free and clear of any Adverse Claims.  Without limiting the foregoing, cause the financing  statements described in Exhibit F, that have not previously been filed, to be duly filed in the  appropriate jurisdictions at its expense, as promptly as practicable (and in any event, within five  (5) Business Days) following such request and to execute, authorize, and deliver all instruments  and documents and take all action, necessary or reasonably requested by the Collateral Agent, the  Administrative Agent, or any Group Agent (including the filing of financing or continuation  statements, amendments thereto, or assignments thereof) to enable the Collateral Agent to exercise  and enforce all of its rights hereunder and to vest and maintain vested in the Collateral Agent a  valid, first priority perfected security interest in the Pool Receivables, the Related Assets with  respect thereto, the Sale Agreement, the Collections with respect thereto, and the other Collateral  free and clear of any Adverse Claim.  The Servicer hereby authorizes the Collateral Agent and the  Administrative Agent to file any continuation statements, amendments thereto, and assignments  thereof as the Collateral Agent, the Administrative Agent, or any Group Agent may from time to  time determine to be necessary or desirable to perfect or maintain the perfection or priority of its  security interest in the Pool Receivables, the Collections with respect thereto, the Related Assets  with respect thereto, the Sale Agreement, and the other Collateral free and clear of any Adverse  Claims.    747634416.3 21671763747634416.9 21671763 91     (i) Transaction Documents.  Without limiting its covenants or agreements set  forth herein or in any other Transaction Document, (i) comply with each and every of its covenants  and agreements under the Sale Agreement and (ii) take all actions reasonably necessary to ensure  that each Transaction Document, except as may be terminated with the consent of the  Administrative Agent, the Collateral Agent and each Group Agent, or in accordance with its terms,  remains enforceable and in effect.  (j) Tax Matters.  Pay all applicable taxes required to be paid by it when due  and payable in connection with the transfer of the Receivables to the Borrower under the Sale  Agreement; ADT acknowledges that none of the Collateral Agent, the Administrative Agent, any  Group Agent, or any Lender shall have any responsibility with respect thereto.  Pay and discharge,  or cause the payment and discharge of, all federal income taxes (and all other material taxes) when  due and payable, except such as may be contested in good faith by appropriate proceeding and for  which an adequate reserve has been established and is maintained in accordance with GAAP.  (k) Certain Governmental Fees, Surcharges, and Taxes.  With respect to any  portion of a Receivable attributable to governmental fees, surcharges, or taxes, pay (or cause to be  paid) such governmental fees, surcharges, or taxes to the applicable Governmental Authority when  due in accordance with applicable Law (except for any such governmental fees, surcharges, or  taxes that are being appropriately contested in good faith by appropriate proceedings and with  respect to which adequate reserves in conformity with GAAP have been provided, and none of the  Collateral Agent, the Administrative Agent, any Group Agent, or any Lender shall have any  obligation to make any such payment or shall have any other responsibility with respect thereto.   Pay all sales taxes to be paid in connection with the Equipment and installation related to each  Pool Receivable by the due date thereof (except for any such sales taxes that are being  appropriately contested in good faith by appropriate proceedings and with respect to which  adequate reserves in conformity with GAAP have been provided).  (l) Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions.  Maintain in  effect and enforce policies and procedures reasonably designed to ensure compliance in all  material respects, by ADT, its Subsidiaries and their respective directors, officers, employees, and  agents with Anti-Corruption Laws and applicable Sanctions Laws in connection with ADT’s or its  Subsidiaries’ business operations, except where the failure to do so, individually or in the  aggregate, could not reasonably be expected to result in a Material Adverse Effect.  (m) Application of Obligor Payments.  Apply payments made by an Obligor  under a Contract relating to a Pool Receivable to amounts billed on such Obligor’s invoice in the  following order:  (i) first, to amounts due in respect of the related Pool Receivables; (ii) second, to  amounts due in respect of the related Service Charge Receivables; and (iii) third, other amounts  owing by such Obligor. For the avoidance of doubt, any amounts paid by any Obligor in respect  of Service Charge Receivables that must be applied pursuant to clause (i) above shall be deemed  to be Collections and remitted to the Payment Account pursuant to the terms of this Agreement  and the other Transaction Documents as such.  (n) Servicing Programs.  If a license or approval is required for the Collateral  Agent’s, the Administrative Agent’s, or such successor Servicer’s use of any customized or  proprietary software or other computer program used by ADT in the servicing of the Receivables,    747634416.3 21671763747634416.9 21671763 92     then, following delivery of a Successor Notice, at its own expense make commercially reasonable  efforts to arrange for the Collateral Agent, the Administrative Agent, or such successor Servicer  to receive any such required license or approval.  (o) Corporate Separateness; Related Matters and Covenants.  Cause the  Borrower to fully comply with its covenants in Section 7.08, it being understood that the foregoing  shall in no event be deemed to obligate ADT to make any capital or other contributions to the  Borrower. Maintain in place all policies and procedures, and take and continue to take all actions,  applicable to it described in the assumptions as to the facts set forth in, and forming the basis of,  the opinions set forth in the opinion letters delivered by Paul, Weiss, Rifkind, Wharton & Garrison  LLP to the Collateral Agent, Administrative Agent, Lenders and Group Agent on July 16, 2021,  except to the extent that any failure to maintain in place such policies and procedures or failure to  continue to take all such actions could not materially and adversely affect the conclusions set forth  in such opinion letters.  (p) Permitted Securitization. Cause the trustee, administrative agent and/or  collateral agent, as applicable, in respect of the ADT Indentures, ADT Credit Agreement, ADT  Intercreditor Agreement and the ADT Collateral Agreements to promptly take any actions from  time to time, as may be reasonably requested by the Collateral Agent, to facilitate or cause the  transfer of any Pool Receivables and the Related Assets or proceeds thereof to the extent then in  the possession or control of such trustee, administrative agent and/or collateral agent, as applicable,  to or at the direction of ADT or the Collateral Agent.  SECTION 7.05.  Reporting Requirements of ADT.  From the date hereof until the Final  Payout Date, ADT shall furnish to the Collateral Agent and the Administrative Agent (who shall  promptly send the same to the Group Agents):  (a) Financial Statements.    (i) Within forty-five (45) days after the close of each of the first three  fiscal quarters of each fiscal year of ADT and the Parent, the Parent’s Form 10-Q as filed  with the SEC (which shall be deemed delivered upon the filing of such Form 10-Q on the  SEC’s website).  (ii) Annual Financial Statements.  Within ninety (90) days after the end  of each fiscal year of ADT and the Parent, the audited consolidated statements of  operations, changes in stockholders’ equity and cash flows of each of ADT and the Parent  and their respective Subsidiaries for such fiscal year, and the related audited consolidated  balance sheet for ADT and the Parent and their respective Subsidiaries as of the end of  such fiscal year, setting forth in each case in comparative form the corresponding figures  for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other  independent public accountants of recognized national standing (without a “going concern”  or like qualification or exception and without any qualification or exception as to the scope  of such audit that are inconsistent with the standards of the Public Company Accounting  Oversight Board), to the effect that such audited consolidated financial statements present  fairly in all material respects the financial condition and results of operations of ADT and  the Parent and their respective Subsidiaries on a consolidated basis in accordance with  





 






  747634416.3 21671763747634416.9 21671763 93     GAAP consistently applied (which shall be deemed delivered upon the filing of the  Parent’s Form 10-K on the SEC’s website).  (iii) Compliance Certificate.  Together with the financial statements  required hereunder, a compliance certificate in substantially the form of Exhibit E signed  by an authorized officer of ADT and the Parent, respectively and dated the date of such  annual financial statement or such quarterly financial statement, as the case may be.  (b) Financial Statements and Other Information.  The following:  (i) promptly after the same become publicly available, copies of all  proxy statements, financial statements and regular or special reports which ADT or the  Parent files with the SEC (which shall be deemed delivered upon the filing thereof on the  SEC’s website);  (ii) promptly following a request therefor, any documentation or other  information (including with respect to the Borrower and the Parent) that the Collateral  Agent, the Administrative Agent, any Group Agent or any Lender reasonably requests in  order to comply with its ongoing obligations under the applicable “know your customer”  and anti-money laundering rules and regulations, including the USA PATRIOT Act  including the provision of information regarding beneficial ownership required by 31  C.F.R. §1010.230; and  (iii) from time to time such further information regarding the business,  affairs and financial condition of the Borrower, ADT, the Parent and their Affiliates as the  Collateral Agent, the Administrative Agent or the Required Lenders shall reasonably  request.  (c) Written notice of any ERISA Event.  (d) Events of Termination, Etc.  Notice of the occurrence of any Event of  Termination or Unmatured Event of Termination, accompanied by a written statement of an  appropriate officer of the Servicer setting forth details of such event and the action that it proposes  to take with respect thereto, such notice to be provided promptly (but not later than two (2)  Business Days) after a Responsible Officer of the Servicer obtains actual knowledge thereof.  (e) Litigation.  As soon as possible, and in any event within two (2) Business  Days of knowledge of any Responsible Officer thereof, notice of any litigation, investigation, or  proceeding initiated against the Borrower or, to the extent it could, individually or in the aggregate,  reasonably be expected to have a Material Adverse Effect, against ADT, the Servicer, and/or the  Parent.  (f) Agreed Upon Procedures Report.  Not later than three (3) months after the  end of each fiscal year of the Servicer (at the sole cost and expense of the Servicer), a copy of an  agreed upon procedures report of a consulting firm or accounting firm reasonably acceptable to  the Collateral Agent and the Administrative Agent (who shall promptly send the same to the Group  Agents), addressed to the Collateral Agent, the Administrative Agent, and each Group Agent and  setting forth the results of such firm’s performance of agreed upon procedures with respect to the    747634416.3 21671763747634416.9 21671763 94     performance of the Servicer for the prior fiscal year or twelve (12) month period, as reasonably  requested by the Collateral Agent, the Administrative Agent or any Group Agent.  The scope of  the above agreed upon procedures report shall be as reasonably requested by the Collateral Agent,  the Administrative Agent and the Required Lenders.  For the avoidance of doubt, Protiviti Inc. (or  applicable Affiliates) shall be deemed to be a consulting firm for purposes of this subsection;  provided, that whether or not such consulting firm is reasonably acceptable shall remain subject to  the discretion and determination of the Collateral Agent and the Administrative Agent with respect  to any future agreed upon procedures reports to be delivered pursuant to this subsection.  (g) Change in Credit and Collection Policy.  Prior to (i) the effectiveness of any  change in or amendment to the Credit and Collection Policy, a description or, if available, a copy  of the Credit and Collection Policy then in effect and a written notice (A) indicating such change  or amendment, and (B) if such proposed change or amendment could reasonably be expected to  adversely affect the value, validity, collectability, or enforceability of the Pool Receivables or  decrease the credit quality of any Pool Receivables or otherwise give rise to a Material Adverse  Effect, requesting the Collateral Agent’s, the Administrative Agent’s and each Group Agent’s  consent thereto.  (h) Other Information.  Promptly, from time to time, such Records or other  information, documents, records, or reports regarding the Pool Receivables, Related Assets or  other Collateral, related Service Charge Receivables, the performance of ADT, the Parent and the  Borrower under the Transaction Documents, or otherwise relating to the Transaction Documents  and the transactions contemplated thereby, as the Collateral Agent or the Administrative Agent  may from time to time reasonably request, subject to compliance with applicable laws.  SECTION 7.06.  Negative Covenants of ADT.  From the date hereof until the Final Payout  Date, ADT shall not:  (a) Extension or Amendment of Receivables.  Except as provided in Section  8.02(b) and to the extent resulting from the Conditional Service Guaranty, extend, amend or  otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or  condition of any Contract (in each case, including, without limitation, by means of any promotional  activity, advertising or other statement or warranty (including on any ADT Entity’s website))  related thereto.  (b) Change in Credit and Collection Policy.  Make or consent to any change or  amendment to the Credit and Collection Policy or to its origination or servicing practices with  respect to any Pool Receivables or related Service Charge Receivables, in each case, if such  proposed change or amendment could reasonably be expected to adversely affect the value,  validity, collectability, or enforceability of any Pool Receivable or the Related Assets or decrease  the credit quality of any Pool Receivables or the Related Assets, or otherwise give rise to a Material  Adverse Effect, without (i) the prior written consent of the Collateral Agent, the Administrative  Agent and each Group Agent or (ii) in the case of any such change or amendment required by  Law, upon delivery to the Collateral Agent and the Administrative Agent of a certificate of a  Responsible Officer of ADT which certifies, that based upon advice of reputable counsel, such  change or amendment is required to be made as a result of a change in Law.    747634416.3 21671763747634416.9 21671763 95     (c) Change in Lock-Box Banks.  (i) Add any bank, lock-box or collection  account not listed on Schedule II as an Account Bank, Lock-Box or Collection Account unless the  Collateral Agent and the Administrative Agent shall have previously approved and received duly  executed copies of the proper forms of Control Agreements, duly executed by the parties thereto,  (ii) terminate any Account Bank, or related Lock-Box, Collection Account or the Payment  Account without the prior written consent of the Collateral Agent, the Administrative Agent and,  in each case, only if prior to such termination it has instructed all affected Obligors to make  payments to another Lock-Box or Collection Account or established a substitute Payment Account,  as the case may be, in each case, satisfying the requirements of this Agreement, and all affected  Obligors (other than Obligors in respect of Delinquent Receivables or Defaulted Receivables) have  made at least one payment to such other Lock-Box or Collection Account, and has provided such  certifications or undertakings reasonably satisfactory to the Collateral Agent and the  Administrative Agent regarding any Obligor payments that may continue to be made to a Lock- Box or Collection Account that is being terminated, or (iii) affirmatively consent to any  amendment, supplement, or other modification of any Lock-Box agreement without the prior  written consent of the Collateral Agent and the Administrative Agent.  (d) Deposits to Accounts.  Deposit or otherwise credit, or cause or permit to be  so deposited or credited, or direct any Obligor to deposit or remit, any Collections on Pool  Receivables to any account not covered by the proper Control Agreement.  Permit any Collections  in respect of Pool Receivables to be deposited, or credited in any account which is not subject to a  Control Agreement which is in full force and effect.  (e) Mergers, Acquisitions, Sales, Etc.  Consolidate or merge with or into any  other Person or sell, lease or transfer all or substantially all of its property and assets, or agree to  do any of the foregoing, unless (i) no Event of Termination or Unmatured Event of Termination  has occurred and is continuing or would result immediately after giving effect thereto, (ii) if ADT  is not the surviving entity or if ADT sells or transfers all or substantially all of its property and  assets, the surviving entity or the Person purchasing the assets is an Affiliate of ADT and agrees  to be bound by the terms and provisions applicable to ADT hereunder, (iii) no Change of Control  shall result, (iv) the Parent has reaffirmed in a writing, in form and substance reasonably  satisfactory to the Collateral Agent, the Administrative Agent and the Required Lenders, that its  obligations under the Performance Support Agreement shall apply to the surviving entity and are  in full force and effect, (v) no Material Adverse Effect could reasonably be expected to result  therefrom, and (vi) the Collateral Agent, the Administrative Agent and each Group Agent receive  such additional certifications and opinions of counsel as the Collateral Agent, the Administrative  Agent or the Required Lenders shall reasonably request.  (f) Sales, Adverse Claims, Etc.  Except as otherwise provided herein or in the  Sale Agreement, (I) sell, assign (by operation of Law or otherwise), or otherwise dispose of, or  create or suffer to exist any Adverse Claim upon or with respect to, (i) any Pool Receivable, (ii)  any other Receivable the proceeds or collections of which are commingled with the proceeds of  any Pool Receivable (unless subject to an intercreditor arrangement reasonably approved by the  Collateral Agent in writing), (iii) any Service Charge Receivable related to any Pool Receivable  under any asset backed financing, securitization or other asset-specific financing (unless subject  to an intercreditor arrangement reasonably approved by the Collateral Agent in writing), (iv) any  Contract or Related Assets, the related Equipment, or any proceeds, in each case, in respect of any    747634416.3 21671763747634416.9 21671763 96     of the foregoing or any interest therein, (v) any Collection Account, the Payment Account or any  other account to which any Collections of any Pool Receivable are sent, or (vi) any right to receive  income or proceeds from or in respect of any of the foregoing or (II) purport to do any of the  foregoing.   (g) Chattel Paper.  Permit any Chattel Paper  relating to any Pool Receivable to  be in the possession of (or, in the case of electronic Chattel Paper, under the control of) any Person  other than the Servicer (for the benefit of the Collateral Agent and the Borrower), the Collateral  Agent, or the Collateral Agent’s designee.  (h) Corporate Separateness; Related Matters and Covenants.  Take any action,  on its part, to cause the Borrower to violate its covenants in Section 7.08, it being understood that  the foregoing shall in no event be deemed to obligate ADT to make any capital or other  contributions to the Borrower.  SECTION 7.07.  Nature of Obligations.  Notwithstanding anything to the contrary  contained herein or in any other Transaction Document, the Borrower’s obligations hereunder to  repay in full the Aggregate Principal and to pay all Interest, Fees and other Borrower Obligations  are full recourse general obligations of the Borrower, and all obligations of ADT (as Servicer or  otherwise) so specified hereunder shall be full recourse general obligations of ADT.  SECTION 7.08.  Corporate Separateness; Related Matters and Covenants.  The Borrower  covenants and agrees to take such actions as shall be necessary in order that:  (a) Special Purpose Entity.  The Borrower will be a special purpose limited  liability company whose activities are restricted in its Constituent Documents to:  (i) negotiating,  authorizing, executing, delivering, entering into and performing its obligations under the  Transaction Documents to which it is a party and undertaking any other activities related thereto,  including (A) purchasing or otherwise acquiring Pool Receivables, Related Assets and other assets  from ADT, and owning, holding, transferring, assigning, selling, contributing to capital, pledging  and otherwise dealing with such assets, (B) entering into and performing its obligations under  agreements for the selling, servicing and financing of the Receivable Pool, (C) opening,  maintaining and/or terminating any accounts in connection therewith, (D) borrowing Loans  hereunder and making all payments of Principal, Interest, Fees and other amounts owed by it under  or in connection with this Agreement and the other Transaction Documents, and (E) making cash  payments to ADT as purchase price in accordance with the Sale Agreement or paying dividends  and distributions to ADT; and (ii) engaging in any lawful act or activity and exercising any powers  not prohibited under the Transaction Documents and permitted to limited liability companies  organized under the laws of the State of Delaware that are related or incidental to, and necessary,  convenient or advisable for the accomplishment of the above-mentioned purposes.  (b) Commingling.  Except as otherwise expressly permitted by this Agreement,  the Borrower shall not commingle any of its assets or funds with those of any of its Affiliates.  (c) Independent Manager.  At least one member of the Borrower’s board of  directors shall be an Independent Manager and the limited liability company agreement of the  Borrower shall provide:  (i) for substantially the same definition of “Independent Manager” as  





 






  747634416.3 21671763747634416.9 21671763 97     used herein, (ii) that prior to the Final Payout Date, no Person shall be authorized or empowered  to, and the Borrower shall not, without the prior unanimous written consent of the Borrower’s  board of managers and the Independent Manager, file a voluntary bankruptcy petition or file or  consent to the filing of any bankruptcy, insolvency or reorganization petition under any applicable  federal or state law relating to bankruptcy naming the Borrower as debtor or otherwise institute  bankruptcy or insolvency proceedings by or against the Borrower or otherwise seek with respect  to such entity relief under any laws relating to the relief from debts or the protection of debtors  generally, and (iii) that the provisions required by clauses (i) and (ii) of this sentence cannot be  amended prior to the Final Payout Date without the prior written consent of the Administrative  Agent and the Collateral Agent, and the prior unanimous written consent of the Borrower’s board  of managers and the Independent Manager.  (d) Corporate Formalities.  The Borrower will strictly observe corporate  formalities in its dealings with the Servicer, ADT, and any Affiliates thereof.  Except as expressly  contemplated by this Agreement, the Borrower shall not maintain joint bank accounts or other  depository accounts to which the Servicer, ADT, and any Affiliates (other than the Borrower)  thereof has independent access.  The Borrower shall maintain its Constituent Documents in  conformity with this Agreement.  (e) Conduct of Business.  The Borrower shall conduct its affairs strictly in  accordance with its organizational documents and observe all necessary, appropriate, and  customary company formalities, including, but not limited to, holding all regular and special  members’ and board of directors’ (or managers’) meetings appropriate to authorize all corporate  action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents  necessary to authorize actions taken or to be taken, and maintaining accurate and separate books,  records and accounts, including, but not limited to, payroll and intercompany transaction accounts  (to the extent applicable).  (f) No Other Business or Debt.  The Borrower shall not engage in any business  or activity except as set forth in the Transaction Documents nor, incur any Debt other than pursuant  to this Agreement and the other Transaction Documents and Debt which is incidental thereto,  incurred in the ordinary course of business.  (g) Books and Records.  The Borrower shall maintain (or cause to be  maintained) company records, books of account and financial statements separate from those of  any of its Affiliates, in a manner such that it will not be difficult or costly to segregate, ascertain,  or otherwise identify the assets and liabilities of the Borrower from the assets and liabilities of its  Affiliates, including ADT and the Parent.  (h) Operating Expenses.  Except as expressly contemplated by the Transaction  Documents, and except from capital contributions from its members, the Borrower’s operating  expenses will not be borne by any of its Affiliates, including ADT and the Parent.  (i) Disclosure of Transactions.  All financial statements of the Parent, ADT and  any other Affiliates of the Borrower that are consolidated to include the Borrower will include  notes or other disclosure that will clearly reflect that the assets of the Borrower are owned by the  Borrower, and not available to pay creditors of Parent, ADT or the Borrower’s other Affiliates.    747634416.3 21671763747634416.9 21671763 98     (j) Arm’s-Length Relationships.  The Borrower shall maintain an arm’s-length  relationship with the Parent, ADT, and its other Affiliates.  Neither the Borrower on the one hand,  or ADT, or any of its other Affiliates on the other hand will be or will hold itself out to be liable  for the debts of the other.  The Borrower, ADT, and its other Affiliates will immediately correct  any known misrepresentation with respect to the foregoing, and they will not operate or purport to  operate as an integrated single economic unit with respect to each other or in their dealing with  any other entity.  (k) Allocation of Overhead.  To the extent that the Borrower, on the one hand,  and ADT or any Affiliate of ADT (other than the Borrower), on the other hand, have offices in the  same location, there shall be a fair and appropriate allocation of overhead costs between them, and  the Borrower shall bear its fair share of such expenses, which may be paid through the Servicing  Fee or otherwise.  (l) Identification.  The Borrower shall at all times hold itself out to the public  under its own name as a legal entity separate and distinct from its equity holders, members,  managers, ADT, the Parent or any of its other Affiliates.  (m) Capital.  The Borrower shall maintain adequate capital in light of its  contemplated business operations.  (n) In respect of the Borrower:  (i) the Borrower shall not issue any security of any kind except  membership interests issued to ADT in accordance with the Borrower’s Constituent  Documents, or incur, assume, guarantee, or otherwise become directly or indirectly liable  for or in respect of any Debt or other obligation other than (i) in connection with the  Transaction Documents, and (ii) ordinary course operating expenses;  (ii) the Borrower shall not sell, pledge, or dispose of any of its assets,  except as permitted by, or as provided in, the Transaction Documents;  (iii) the Borrower shall not purchase any asset (or make any investment,  by share purchase, loan, or otherwise) except as permitted by, or as provided in, the  Transaction Documents;  (iv) the Borrower shall not make any payment, directly or indirectly, to,  or for the account or benefit of, any owner of any Voting Securities, security interest, or  equity interest in the Borrower or any Affiliate of any such owner (except, in each case, as  expressly permitted by the Transaction Documents);  (v) the Borrower shall not make, declare, or otherwise commence or  become obligated in respect of, any dividend, stock, or other security redemption or  purchase, distribution, or other payment to, or for the account or benefit of, any owner of  any Voting Securities or other equity interest in the Borrower to any such owner or any  Affiliate of any such owner other than from funds received by it for its own account under  Section 3.01(d)(ix), from the proceeds of Loans hereunder, or if applicable, from cash  capital contributions from its owner for the payment of its expenses or liabilities or    747634416.3 21671763747634416.9 21671763 99     otherwise that remain unused, or the issuance of additional equity interests to ADT in  connection with contributions of cash or other assets, and so long as, in any of the foregoing  cases, the result would not directly or indirectly cause the Borrower to be considered  insolvent and would not result in a Pool Deficiency Amount;  (vi) The Borrower shall not have any employees or subsidiaries;   (vii) The Borrower will provide for not less than ten (10) Business Days’  prior written notice to the Collateral Agent and the Administrative Agent of any removal,  replacement, or appointment of any manager that is currently serving or is proposed to be  appointed as an Independent Manager of the Borrower, such notice to include the identity  of the proposed replacement Independent Manager, together with a certification that such  replacement satisfies the requirements for an Independent Manager set forth in this  Agreement and the limited liability company agreement of the Borrower; and  (viii) The Borrower will maintain in place all policies and procedures, and  take and continue to take all actions, applicable to it described in the assumptions as to the  facts set forth in, and forming the basis of, the opinions set forth in the opinion letters  delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP to the Collateral Agent,  Administrative Agent, Lenders and Group Agent on July 16, 2021, except to the extent that  any failure to maintain in place such policies and procedures or failure to continue to take  all such actions could not materially and adversely affect the conclusions set forth in such  opinion letters.  ARTICLE VIII    ADMINISTRATION AND COLLECTION  OF RECEIVABLES  SECTION 8.01.  Designation of the Servicer.    (a) ADT as the Servicer.  The servicing, administering, and collection of the  Pool Receivables on behalf of the Borrower, the Administrative Agent, Group Agents, the  Collateral Agent, and Lenders shall be conducted in accordance with this Agreement by the Person  designated as the Servicer hereunder (the “Servicer”) from time to time in accordance with this  Section 8.01.  Until the Collateral Agent (with the consent, or acting at the direction of, the  Required Lenders) delivers to ADT and the Borrower a Successor Notice in accordance with  Section 8.01(b), ADT is hereby designated as, and hereby agrees to perform the duties and  obligations of, the Servicer pursuant to the terms hereof.  The Servicer shall receive a daily  Servicing Fee in respect of the Receivable Pool, payable monthly in arrears for each Settlement  Period on each subsequent Settlement Date, subject to the priorities of payments in Section 3.01(d),  for the performance of its duties hereunder.  The Borrower, the Administrative Agent, the  Collateral Agent, Lenders, and Group Agents hereby acknowledge and agree to this appointment  of the Servicer.  (b) 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,    747634416.3 21671763747634416.9 21671763 100     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.  (c) Subservicers; Subcontracts.  The Servicer may not subcontract with any  Person or otherwise delegate any of its duties or obligations hereunder except (at its own expense)  (i) to Collection Agents to collect amounts owed from the Obligors in respect of Defaulted  Receivables, (ii) to third party service providers engaged by the Servicer in the ordinary course of  business for certain functions relating to the servicing, administering, and collection of  Receivables generally (and not limited to Pool Receivables), or (iii) with the prior written consent  of the Collateral Agent, the Administrative Agent and the Required Lenders (such consents not to  be unreasonably withheld, conditioned, or delayed); provided, that, notwithstanding any such  designation, delegation, or subcontract or any replacement or substitution of Servicer pursuant to  clause (a) or (b) above, the Servicer shall remain primarily and directly liable for the performance  of all the duties and obligations of the Servicer pursuant to the terms hereof.  SECTION 8.02.  Duties of the Servicer.  The Servicer shall take or cause to be taken all  such actions as may be necessary or advisable to collect, administer, and service each Pool  Receivable from time to time with reasonable care and diligence and, in any event, with no less  care and diligence than it uses in the collection, administration and servicing of its own assets, and  in accordance with (i) applicable Laws, (ii) the Credit and Collection Policy, and (iii) this  Agreement. During the continuance of an Event of Termination, the Collateral Agent shall have  the sole right to direct the Servicer to commence or settle any legal actions to enforce collection  of any Pool Receivables; provided, that the Servicer shall have no obligation to commence any  legal actions or enforce collection of any Pool Receivable in a commercially unreasonable manner,  taking into account the costs and recoveries expected in connection with such legal action or  enforcement.  (a) Allocation of Collections; Segregation.  The Servicer shall apply and remit  Collections in accordance with the terms of this Agreement, including without limitation, Section  7.04(g).  (b) Extension and Modification of Receivables.  So long as no Event of  Termination or Unmatured Event of Termination is continuing or would result therefrom, the  Servicer, may solely, in accordance with the Credit and Collection Policy extend, waive, amend,  





 






  747634416.3 21671763747634416.9 21671763 101     or otherwise modify the terms of any Pool Receivables as the Servicer may reasonably determine  to be appropriate to maximize Collections thereof, in a manner that does not adversely affect any  Pool Receivable, including the validity, enforceability or collectability of any Pool Receivable or  result in such Pool Receivable not constituting an Eligible Receivable, or otherwise give rise to a  Material Adverse Effect; provided, that, (A) after giving effect to such extension, amendment,  waiver, or other modification, the Aggregate Principal shall not exceed the Borrowing Base, (B) no  such extension, amendment, waiver, or other modification shall make or be deemed to make any  such Pool Receivable current or otherwise modify the aging thereof, or limit or reduce the rights  of the Borrower or any Secured Party under this Agreement, and (C) following the occurrence of  the Termination Date, during the continuation of an Unmatured Event of Termination or Event of  Termination, the Servicer may only extend, waive, amend or otherwise modify the terms of the  any Pool Receivables with the prior written consent of the Administrative Agent.  (c) Documents and Records.  The Borrower and ADT shall deliver to the  Servicer, and the Servicer shall hold in trust for the Borrower, the Administrative Agent, the  Collateral Agent, each Group Agent, and each Lender, all Records (and any original documents  relating thereto) (and after the occurrence of an Event of Termination or Unmatured Event of  Termination that remains continuing, shall deliver the same to the Collateral Agent or its designees  promptly upon the Collateral Agent’s written request).  Upon the reasonable written request of the  Collateral Agent, the Administrative Agent or any Group Agent, the Servicer shall provide the  Collateral Agent, the Administrative Agent and each Group Agent with the location(s) of all  physical Records (to the extent not electronically available) and tangible chattel paper or other  physical collateral (and any original documents relating thereto), if any.  (d) Termination.  ADT’s authorization as Servicer under this Agreement shall  terminate upon the earlier to occur of (i) the Final Payout Date, and (ii) the effective date of the  replacement of the Servicer with a successor servicer in accordance with Section 8.01(b).  (e) Power of Attorney.  The Borrower hereby grants to the Servicer, an  irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in  the name of the Borrower any and all steps which are necessary or advisable to endorse, negotiate,  or otherwise realize on any writing or other right of any kind held or transmitted by the Borrower  or transmitted or received by the Borrower in connection with any Pool Receivable or under the  related Records.  Each of the Borrower and the Servicer hereby grants during the continuance of  an Event of Termination to the Administrative Agent and the Collateral Agent, an irrevocable  power of attorney, with full power of substitution, coupled with an interest, to take in the name of  the Borrower and the Servicer any and all steps which are necessary or advisable to endorse,  negotiate, or otherwise realize on any writing or other right of any kind held or transmitted by the  Borrower or the Servicer or transmitted or received by the Borrower or the Servicer in connection  with any Pool Receivable or under the related Records, including such actions as may be necessary  or desirable, in the reasonable determination of the Administrative Agent and the Collateral Agent,  as the case may be, to collect any and all amounts or portions thereof due under the Pool  Receivables, Related Assets and all other Collateral, including indorsing the name of the Borrower  on checks and other instruments representing Collections and enforcing all of the rights and  remedies of the Collateral Agent and the Administrative Agent under and in connection with this  Agreement and the other Transaction Documents.    747634416.3 21671763747634416.9 21671763 102     (f) Resignation of ADT as the Servicer.  ADT shall not resign in its capacity as  the Servicer hereunder without the prior written consent of the Collateral Agent, the  Administrative Agent and each Group Agent, which consent shall be given or withheld in the sole  and absolute discretion of the Collateral Agent, the Administrative Agent, and each Group Agent,  except following the receipt of a Successor Notice and in accordance with Section 8.01(b).  (g) Servicing Expenses.  For the avoidance of doubt, in consideration of the  Servicing Fee payable hereunder, the Servicer shall pay all of the costs and expenses it incurs in  connection with the servicing and administration of the Receivable Pool and Related Assets and  the performance of its obligations under the Transaction Documents, including, without limitation,  all fees payable to account banks with respect to any Collection Account, the Payment Account or  related Control Agreements and all costs and expenses of enforcement of the Receivables against  the Obligors and all Collection Agent Fees.  SECTION 8.03.  Rights of the Collateral Agent.  In addition to all of its other rights herein  including under Articles IX and X, under the other Transaction Documents or at Law or in equity,  the Administrative Agent and Collateral Agent shall have the other following rights set forth in  this Section 8.03:  (a) Notice to Obligors.  At any time during the continuance of any Event of  Termination upon the written direction of the Required Lenders or the Administrative Agent,  (A) the Collateral Agent may notify the Obligors of Pool Receivables, or any of them, of its  interests in the Receivable Pool or Related Assets and instruct them to make payments on the Pool  Receivables as instructed by, the Collateral Agent, and may debit and/or charge Obligors’ accounts  and credit cards directly or through automated clearing house or ACH, and (B) the Servicer shall  (on behalf of the Borrower), at the Servicer’s expense, give notice of the Collateral Agent’s interest  in the Pool Receivables to each said Obligor and instruct them to make payments on the Pool  Receivables as instructed in writing by, the Collateral Agent or the Administrative Agent.  (b) Other Rights.  At any time during the continuance of any Event of  Termination, the Servicer shall, (A) at the Collateral Agent’s request and at the Servicer’s expense,  assemble all of the Records and deliver such Records to the Collateral Agent or its designee, and  (B) at the request of the Collateral Agent or its designee, exercise or enforce any of their respective  rights hereunder, under any other Transaction Document, Pool Receivable, or under any Related  Asset (to the extent permitted hereunder or thereunder).  Without limiting the generality of the  foregoing, at any time, each of the Servicer and the Borrower shall upon the request of the  Administrative Agent, the Collateral Agent, any of their respective designee or the Required  Lenders and at the Servicer’s expense:  (I) authorize, execute (if required) and file such financing or  continuation statements, or amendments thereto or assignments thereof, and such  other instruments or notices, as may be necessary or appropriate; and  (II) mark its master data processing records evidencing that the Pool  Receivables have been sold in accordance with this Agreement.    747634416.3 21671763747634416.9 21671763 103     (c) Additional Financing Statements; Performance by the Administrative  Agent.  The Borrower hereby authorizes the Collateral Agent and the Administrative Agent or  their respective designees to file one or more financing or continuation statements, and  amendments thereto and assignments thereof, or any similar instruments in any relevant  jurisdiction to perfect the Collateral Agent’s security interest in the Collateral, identifying the  Borrower as the relevant debtor.  If the Borrower or the Servicer fails to perform any of its  agreements or obligations under this Agreement or any other Transaction Document, the Collateral  Agent, the Administrative Agent, or any of their respective designees may (but shall not be  required to) itself perform, or cause performance of, such agreement or obligation, and the  expenses of the Collateral Agent or the Administrative Agent or its designee incurred in connection  therewith shall be payable by the Borrower as provided in Section 12.06.  (d) Investment of Funds on Deposit in the Payment Account.  The Servicer may  cause the Borrower to invest and reinvest, in its own name or in the name of its nominee, amounts  on deposit in the Payment Account, in Cash Equivalents, having maturities not exceeding the next  succeeding Settlement Date.  All such Cash Equivalents and interest and income thereon and the  net proceeds realized on the sale or redemption thereof shall for all purposes of this Agreement be  deemed to be Collections credited to the Payment Account.  The Servicer may cause the Borrower  to liquidate Cash Equivalents from time to time to the extent necessary or appropriate, in the sole  discretion of the Servicer, to effect the applications of Collections to be made on each Settlement  Date pursuant to Section 3.01(d).  The Collateral Agent shall have no liability for (i) the investment performance of any  amounts invested by the Collateral Agent pursuant to this Section 8.03(d), or (ii) any loss resulting  from the sale or liquidation of any such investment prior to its stated maturity date.  SECTION 8.04.  Responsibilities of the Servicer.  Anything herein to the contrary  notwithstanding:  (a) Contracts.  The Servicer shall perform all of its obligations under the  Records to the same extent as if the Receivable Pool and Related Assets had not been sold to the  Borrower and the exercise by the Collateral Agent or its designee of its rights hereunder shall not  relieve the Servicer from such obligations.  (b) Limitation of Liability.  None of the Collateral Agent, the Administrative  Agent, any Lender, or any Group Agent shall have any obligation or liability with respect to any  Pool Receivables, Related Assets or Contracts related thereto, nor shall any of them be obligated  to perform any of the obligations of the Servicer, ADT, or the Borrower thereunder.  SECTION 8.05.  Further Action Evidencing Transfers and Security Interest.  ADT agrees  that from time to time, at its expense, it shall (or cause the Servicer to) promptly execute and  deliver all further instruments and documents, and take all further actions, that the Collateral  Agent, the Administrative Agent, any of their respective designees or the Required Lenders may    747634416.3 21671763747634416.9 21671763 104     reasonably request or that are necessary in order to perfect, protect or more fully evidence the  transactions contemplated by the Transaction Documents.  SECTION 8.06.  Application of Collections.  Subject to Section 7.04(m), unless the  Collateral Agent instructs otherwise, any payment by an Obligor in respect of any Pool Receivable  shall, except as otherwise specified in writing or otherwise by such Obligor, required by Law or  by the underlying Contract, or except to the extent necessary to accomplish a segregation of  Collections from proceeds of other Receivables or assets of the Originator in the same or a  substantially similar manner as in effect on the Closing Date, be applied using the same systems,  practices, and procedures as the Servicer uses for the application of payments on all of the  residential receivables serviced by it for itself and its Affiliates whether or not such payments are  being made with respect to Pool Receivables.  ARTICLE IX    EVENTS OF TERMINATION  SECTION 9.01.  Event of Terminations.  If any of the following events (each a “Event of  Termination”) shall occur:  (a) Any of the following events:  (i) the Servicer or any ADT Entity shall fail to perform or observe any  covenant or agreement as and when required hereunder or under any other Transaction  Document (other than any covenant or agreement referred to in clause (a)(ii) below) and  such failure remains unremedied for twenty (20) days after the earlier of the date (A) such  Person receives notice of such failure from the Collateral Agent, the Administrative Agent  or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such failure;  (ii) any ADT Entity or the Servicer shall fail to make any payment or  deposit or transfer of monies required to be made by it hereunder or under any other  Transaction Document (including, without limitation, any ADT Obligation) as and when  due and such failure is not remedied within two (2) Business Days;  (iii) the Servicer shall fail to deliver any Information Package when due  pursuant to Section 3.01(a) and such failure is not remedied within three (3) Business Days;  or  (b) any representation or warranty made or deemed to be made by any Servicer,  ADT Entity (or any of their officers) under or in connection with any Transaction Document or  any certificate, Loan Request, Paydown Notice, Information Package, or any other report, financial  statement or other written information delivered in connection therewith shall prove to have been  false or incorrect in any material respect when made or deemed to be made (without duplication  as to any materiality modifiers, qualifications, or limitations applicable thereto) and solely to the  extent capable of cure, shall continue unremedied for twenty (20) days after the earlier of the date  (A) such Person receives notice of such breach from the Collateral Agent, the Administrative  Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such breach;  or  





 






  747634416.3 21671763747634416.9 21671763 105     (c) an Event of Bankruptcy shall have occurred with respect to any ADT Entity;  or  (d) a Change of Control shall occur; or  (e) the Collateral Agent, for the benefit of the Affected Persons, fails at any  time to have a first priority perfected security interest in the Pool Receivables and the Related  Assets (or any portion thereof) or any other Collateral and all proceeds of any of the foregoing, in  each case, free and clear of any Adverse Claim; or  (f) the occurrence of any ERISA Event that, individually or together with all  other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse  Effect; or  (g) any ADT Entity shall be required to register as an “investment company”  under (and as defined in) the Investment Company Act; or  (h) any material provision of this Agreement or any other Transaction  Documents shall cease to be the valid and binding obligation enforceable against any ADT Entity,  as applicable, except to the extent terminated in accordance with its terms or with the consent of  the Administrative Agent, the Collateral Agent and each Group Agent; or  (i) the Borrower shall fail to pay in full all of its Borrower Obligations to the  Collateral Agent, the Administrative Agent, or any Lender hereunder by the Maturity Date or any  ADT Entity shall fail to pay in full all of its ADT Obligations to the applicable person or the  Administrative Agent on their behalf in accordance with the terms of this Agreement by the  Maturity Date; or  (j) one or more final judgments for the payment of money in an aggregate  amount in excess of $84,000,000 in the case of ADT, the Parent or any other Material Subsidiary  of the Parent or $1,000,000 in the case of the Borrower and the same shall not be vacated,  discharged or stayed or bonded pending appeal for a period of sixty (60) consecutive days, or any  action shall be legally taken by a judgment creditor to attach or levy upon any assets of ADT, the  Parent or any Material Subsidiary of the Parent to enforce any such judgment; or  (k) the Borrower, ADT, the Parent or any of their respective Material  Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which is  outstanding in a principal amount of at least, in respect of the Borrower, $1,000,000, or in respect  of the Borrower, ADT, the Parent or any of their respective Material Subsidiaries $84,000,000, in  the aggregate when the same becomes due and payable (whether by scheduled maturity, required  prepayment, acceleration, demand or otherwise), and such failure shall continue after the  applicable grace period specified in the agreement or instrument relating to such Debt; or any other  event shall occur or condition shall exist under any agreement or instrument relating to any such  Debt and shall continue after the applicable grace period, if any, specified in such agreement or  instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of,  the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required  to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or    747634416.3 21671763747634416.9 21671763 106     defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made,  in each case prior to the stated maturity thereof; or  (l) the breach of any of the financial covenants set forth in the ADT Credit  Agreement, any ADT Indenture or any ADT Collateral Agreements as in effect on the Closing  Date or an event of default (or similar event) shall have occurred thereunder, in each case without  regard to any waivers of such breaches or defaults; or  (m) the average of the Delinquency Ratios for the three preceding Settlement  Periods, as determined on any Reporting Date, shall exceed 32.5%; or  (n) the average of the Loss Ratios for the three preceding Settlement Periods,  as determined on any Reporting Date, shall exceed 2.53.0%; or  (o) either (i) on any Reporting Date, the Aggregate Principal exceeds the  Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”,  before giving effect to (x) the application of Monthly Collections in accordance with Section  3.01(d) on the immediately following Settlement Date, (y) any Transfer occurring since the most  recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement  Date, the Aggregate Principal exceeds the Borrowing Base, as determined based on clause (b) of  the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly  Collections in accordance with Section 3.01(d) on such Settlement Date, (y) any Transfer  occurring on or prior to such Settlement Date and (z) any Loan being made on such Settlement  Date; or  (p) the Performance Support Agreement is canceled, rescinded, amended, or  modified without the prior written consent of the Collateral Agent, the Administrative Agent and  each Group Agent; or  (q) the Servicer or any ADT Entity shall take any action that materially and  adversely affects the collectability of all or any significant portion of the Pool Receivables or the  ability of the Borrower, or ADT (as Servicer or otherwise) or the Parent to perform its respective  obligations under this Agreement or any other Transaction Document; or  (r) ADT ceases to provide Monitoring Services generally; or  (s) (i) any Collection Account or the Payment Account shall cease to be subject  to a Control Agreement, or any Control Agreement shall cease to be in full force and effect, except  (A) if being simultaneously replaced with a proper Control Agreement which is in full force and  effect, or (B) with the consent of the Administrative Agent, the Collateral Agent and each Group  Agent, (ii) without the prior written consent of the Collateral Agent, cause or permit any amounts  on deposit in any Collection Account to be remitted to an account other than the Payment Account,  or (iii) in the event any party to a Control Agreement (other than the Collateral Agent) has provided  notice of termination of such Control Agreement, by no later than (1) the 15th calendar day  following notice of a termination for cause and (2) the 30th calendar day following notice of  termination without cause, fail to (A) establish a replacement Collection Account or Payment  Account, as the case may be, with a new depository institution that is an Eligible Bank, (B) enter  into new Control Agreement(s) with respect to such replacement account(s), (C) cause all amounts    747634416.3 21671763747634416.9 21671763 107     held in the accounts for which Control Agreements are being terminated to be transferred to such  replacement account(s), and (D) take all other actions necessary for such replacement accounts to  comply with the requirements and covenants hereunder that are applicable to Collections, any  Collection Account or the Payment Account, as the case may be, including without limitation, the  actions required pursuant to Section 7.01(l) and  instructing any applicable Obligors to make  payments on the applicable Pool Receivables to new Collection Account(s).  An Event of Termination shall be deemed to be continuing until waived in writing by the  Administrative Agent, the Collateral Agent and the Required Lenders.  SECTION 9.02.  Remedies.  Upon, or any time after, the occurrence of an Event of  Termination (other than an Event of Termination described in Section 9.01(c)) that remains  continuing, the Collateral Agent or the Administrative Agent shall, at the request, or may with the  consent, of the Required Lenders, by notice to the Borrower and the Servicer (on the Borrower’s  behalf) (x) declare the Acceleration Date to have occurred and shall have all of the remedies herein,  including without limitation Section 8.01(b) and this Section 9.02, and  (y) declare the Aggregate  Principal and all other non-contingent Borrower Obligations to be immediately due and payable  (in which case the Aggregate Principal and all other non-contingent Borrower Obligations shall be  immediately due and payable. In addition, upon the occurrence of an Event of Termination, the  Administrative Agent may (i) designate another person to succeed ADT as Servicer, which  successor may be the Administrative Agent in accordance with Section 8.01(b), and (ii) direct the  Obligors in respect of each Pool Receivables to, or direct ADT to instruct such Obligors to, pay  all amounts payable under the Contracts related to the Pool Receivables directly to such account  as the Administrative Agent shall designate.  Upon the occurrence of an Event of Termination  described in Section 9.01(c), the Acceleration Date shall occur automatically and the Aggregate  Principal and all other non-contingent Borrower Obligations shall be immediately due and payable.   Upon, or at any time after, the occurrence of the Acceleration Date, no additional Loans thereafter  will be made.  Upon the declaration or automatic occurrence of the Acceleration Date pursuant to  this Section 9.02, the Collateral Agent, on behalf of the Lenders and the other Affected Persons,  shall have, in addition to all other rights and remedies under this Agreement, any other Transaction  Document, or under applicable Law, all other rights and remedies provided under the UCC of each  applicable jurisdiction and other applicable Laws (including all the rights and remedies of a  secured party upon default under the UCC (including the right to sell any or all of the Collateral  subject hereto)), all of which rights shall be cumulative.  Subject to Section 10.01, upon, or at any  time after, the Acceleration Date, the Administrative Agent and the Collateral Agent shall in  respect of the exercise of the rights and remedies under this Section 9.02 act or refrain from acting  (and shall be fully protected in so acting or refraining from acting) upon the instructions of the  Required Lenders.  ARTICLE X    AGENTS  SECTION 10.01.  Limited Liability of Lenders, Group Agents, Collateral Agent, and the  Administrative Agent.  The obligations of the Collateral Agent, the Administrative Agent, each  Lender and each Group Agent under the Transaction Documents are solely the corporate  obligations of such Person.  Except with respect to any claim arising out of the willful misconduct  or gross negligence of such Person, no claim may be made by the Borrower, the Servicer or ADT,    747634416.3 21671763747634416.9 21671763 108     against the Collateral Agent, the Administrative Agent, any Lender, or any Group Agent, or their  respective Affiliates, directors, members, managers, officers, employees, attorneys, or agents for  any special, indirect, consequential, or punitive damages in respect of any claim for breach of  contract or any other theory of liability arising out of or related to the transactions contemplated  by this Agreement or any other Transaction Document, or any act, omission, or event occurring in  connection therewith; and the Borrower and ADT hereby waives, releases, and agrees not to sue  upon any claim for any such damages not expressly permitted by this Section 10.01, whether or  not accrued and whether or not known or suspected to exist in its favor.  Notwithstanding any  provision of this Agreement or any other Transaction Document to the contrary:  (i) in no event  shall the Collateral Agent, the Administrative Agent, or any Group Agent ever be required to take  any action which exposes it to personal liability or which is contrary to the provision of any  Transaction Document or applicable Law, and (ii) neither the Collateral Agent, the Administrative  Agent, nor any Group Agent shall have any duties or responsibilities, except those expressly set  forth herein, or any fiduciary relationship with any party hereto or any other Person, and no implied  covenants, functions, responsibilities, duties, obligations, or liabilities on the part of the Collateral  Agent, the Administrative Agent, or any Group Agent shall be read into this Agreement or the  other Transaction Documents or otherwise exist against the Collateral Agent, the Administrative  Agent, or any Group Agent.  Neither the Administrative Agent nor the Collateral Agent shall be  liable for any action taken or not taken by it with the consent or at the request of the Required  Lenders.  Nothing herein or in any other Transaction Document or related documents shall obligate  the Administrative Agent or the Collateral Agent to advance, expend or risk its own funds, or to  take any action which in its reasonable judgment may cause it to incur any expense or financial or  other liability for which it does not reasonably expect to be indemnified to its satisfaction.  Neither  the Administrative Agent nor the Collateral Agent shall be liable for any action taken or omitted  to be taken by it or them under or in connection with this Agreement or any of the other Program  Documents, except for its or their own gross negligence or willful misconduct.  In performing its  functions and duties hereunder, the Collateral Agent and the Administrative Agent shall act solely  as the agent of the Lenders and the Group Agents, as applicable, and does not assume nor shall be  deemed to have assumed any obligation or relationship of trust or agency with or for any ADT  Entity or any other Person.  SECTION 10.02.  Authorization and Action of each Group Agent  .  By its execution  hereof, in the case of each Lender, and by accepting the benefits hereof, each Program Support  Provider, each such party hereby designates and appoints its related Group Agent to take such  action as agent on its behalf and to exercise such powers as are delegated to such Group Agent by  the terms hereof, together with such powers as are reasonably incidental thereto.  Each Group  Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or  remedies, in each case, authorized or provided for under this Agreement or any other Transaction  Document and any related agreements and documents.  SECTION 10.03.  Authorization and Action of the Administrative Agent and Collateral  Agent.   By its execution hereof, in the case of each Lender and Group Agent, each such party  hereby designates and appoints Mizuho as the Administrative Agent and Mizuho as the Collateral  Agent to take such action as agent on its behalf and to exercise such powers as are delegated to  such party by the terms hereof, together with such powers as are reasonably incidental thereto.   Subject to Section 9.02, the Administrative Agent and the Collateral Agent reserve the right, in its  sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or  





 






  747634416.3 21671763747634416.9 21671763 109     provided for under this Agreement or any other Transaction Document and any related agreements  and documents.  If any provision of any Transaction Document permits the Collateral Agent or the  Administrative Agent to take any action in its discretion, this paragraph shall not limit such  discretionary right.  SECTION 10.04.  Delegation of Duties of each Group Agent.  Each Group Agent may  execute any of its duties through agents or attorneys in fact and shall be entitled to advice of  counsel concerning all matters pertaining to such duties.  No Group Agent shall be responsible to  any Lender in its Group for the negligence or misconduct of any agents or attorneys in fact selected  by it with reasonable care.  SECTION 10.05.  Delegation of Duties of the Administrative Agent and the Collateral  Agent.  The Collateral Agent and the Administrative Agent may execute any of its duties through  agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters  pertaining to such duties.  Neither the Collateral Agent nor the Administrative Agent shall be  responsible to any Lender, any Group Agent, or any other Person for the negligence or misconduct  of any agents or attorneys in fact selected by it with reasonable care.  SECTION 10.06.  Successor Administrative Agent and Collateral Agent; Termination.   (a)  The Administrative Agent may, upon at least thirty (30) days’ notice to the Servicer, the Borrower  and each Group Agent, resign as an Administrative Agent.  Such resignation shall not become  effective until a successor agent (i) is appointed by the Required Lenders and so long as no Event  of Termination has occurred and is continuing, and such assignment is not to an Affiliate of  Mizuho, is consented to by the Servicer and the Borrower (each such consent not to be  unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment.  Upon  such acceptance of its appointment as the Administrative Agent hereunder by a successor  Administrative Agent, such successor Administrative Agent shall succeed to and become vested  with all the rights and duties of the Administrative Agent, and such retiring Administrative Agent  shall be discharged from its duties and obligations under the Transaction Documents.  (b) The Collateral Agent may, upon at least thirty (30) days’ notice to the  Servicer (on the Borrower’s behalf), the Administrative Agent, and each Group Agent, resign as  Collateral Agent.  Such resignation shall not become effective until a successor Collateral Agent  (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and  is continuing, and such assignment is not to an Affiliate of Mizuho or is consented to by the  Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or  delayed), and (ii) has accepted such appointment.  Upon such acceptance of its appointment as the  Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall  succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and  such retiring Collateral Agent shall be discharged from its duties and obligations under the  Transaction Documents.  (c) If the Collateral Agent breaches in any material respect any of its  obligations under this Agreement and such breach is not cured (if capable of being cured) within  thirty (30) days after the Collateral Agent receives notice of such breach from any Group Agent,  the Required Lenders may, upon at least ten (10) Business Days’ notice to the Servicer,  the  Borrower, the Collateral Agent, the Administrative Agent, and each Group Agent, terminate the    747634416.3 21671763747634416.9 21671763 110     Collateral Agent and appoint a successor to the Collateral Agent.  Such termination shall not  become effective until a successor Collateral Agent (i) is appointed by the Required Lenders and  so long as no Event of Termination has occurred and is continuing, consented to by the Servicer  and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed),  and (ii) has accepted such appointment and is made a party to this Agreement and each other  Transaction Document to which the Collateral Agent is a party.  Upon such acceptance of its  appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor  Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring  Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and  obligations under the Transaction Documents.  (d) The appointment and authorization of the Collateral Agent, and the  Administrative Agent under this Agreement shall terminate upon the earlier to occur of (i) the  Final Payout Date, and (ii) the effective date of the replacement of such Collateral Agent,  Administrative Agent, as applicable, with a successor in accordance with this Section 10.06.  SECTION 10.07.  Indemnification.  Each Lender (or in the case of a Conduit Lender, the  related Group Agent) shall indemnify and hold harmless the Collateral Agent and the  Administrative Agent and their respective officers, directors, employees, representatives, and  agents (to the extent not reimbursed by the Borrower or the Servicer and without limiting the  obligation of the Borrower or the Servicer to do so), ratably in accordance with its Lender Loan  Limit (or its Loans, if its Lender Loan Limit is zero) from and against any and all liabilities,  obligations, losses, damages, penalties, judgments, settlements, costs, expenses, and  disbursements of any kind whatsoever (including in connection with any investigative or  threatened proceeding, whether or not such Person is designated a party thereto) that may at any  time be imposed on, incurred by or asserted against the Collateral Agent or the Administrative  Agent for such Person as a result of, or related to, any of the transactions contemplated by the  Transaction Documents or the execution, delivery, or performance of the Transaction Documents  or any other document furnished in connection therewith.  SECTION 10.08.  Reliance, etc.  Without limiting the generality of Section 10.01, the  Collateral Agent, the Administrative Agent, and each Group Agent:  (a) may consult with legal  counsel, independent certified public accountants and other experts selected by it and shall not be  liable for any action taken or omitted to be taken in good faith by it in accordance with the advice  of such counsel, accountants, or experts; (b) makes no warranty or representation to any Lender or  any other holder of any interest in Pool Receivables and shall not be responsible to any Lender or  any such other holder for any statements, warranties, or representations made by other Persons in  or in connection with any Transaction Document; (c) shall not have any duty to ascertain or to  inquire as to the performance or observance of any of the terms, covenants, or conditions of any  Transaction Document on the part of the Borrower or to inspect the property (including the books  and records) of the Borrower; (d) shall not be responsible to any Lender or any other holder of any  interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness,  sufficiency, or value of any Transaction Document; and (e) shall incur no liability under or in  respect of this Agreement or any other Transaction Document by acting upon any notice (including  notice by telephone), consent, certificate, or other instrument or writing (which may be by  facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.    747634416.3 21671763747634416.9 21671763 111     SECTION 10.09.  Lenders and Affiliates  .  Each of the Lenders, the Group Agents, the  Collateral Agent, the Administrative Agent and any of their respective Affiliates may engage in  any kind of business with any ADT Entity or any Obligor, any of their respective Affiliates, and  any Person who may do business with or own securities of any ADT Entity, any Obligor or any of  their respective Affiliates.  SECTION 10.10.  Sharing of Recoveries.  Each Lender agrees that if it receives any  recovery, through set-off, judicial action or otherwise (including pursuant to Section 12.04), on  any amount payable or recoverable hereunder in a greater proportion than should have been  received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such  recovery shall purchase for cash an interest in the Loans owing to the other Lenders (as payment  of Principal or otherwise), without representation or warranty except for the representation and  warranty that such interest is being sold by each such other Lender free and clear of any Lien  created or granted by such other Lender, in the amount necessary to create proportional  participation (based on proportional Principal before giving effect to such recovery) by the Lender  in such recovery.  If all or any portion of such amount is thereafter recovered from the recipient,  such purchase shall be rescinded and the purchase price restored to the extent of such recovery,  but without interest.  SECTION 10.11.  Non-Reliance.  Each Lender expressly acknowledges that none of the  Collateral Agent, the Administrative Agent, the Group Agents nor any of their respective officers,  directors, members, partners, certificateholders, employees, agents, attorneys-in-fact, or Affiliates  has made any representations or warranties to it and that no act by the Collateral Agent, the  Administrative Agent, or any Group Agent hereafter taken, including any review of the affairs of  any ADT Entity, shall be deemed to constitute any representation or warranty by the Collateral  Agent, the Administrative Agent, or any Group Agent.  Each Lender represents and warrants to  the Collateral Agent, the Administrative Agent, and each Group Agent that, independently and  without reliance upon the Collateral Agent, the Administrative Agent, any Group Agent, or any  other Lender and based on such documents and information as it has deemed appropriate, it has  made and will continue to make its own appraisal of and investigation into the business, operations,  property, prospects, financial, and other conditions and creditworthiness of any ADT Entity and  the Receivables and its own decision to enter into this Agreement and to take, or omit, action under  any Transaction Document.  Without limiting the foregoing, the Lenders and the Group Agents  acknowledge and agree that (i) the Administrative Agent has made certain of its own analytics,  credit evaluations, models and/or projections regarding the performance and expected performance  of the Receivable Pool available to certain Lenders and/or Group Agents, (ii) such information  was made available to it solely as an accommodation by the Administrative Agent and that it has  made its own independent credit analysis and investigation regarding the performance and  expected performance of the Receivable Pool, and (iii) the Administrative Agent shall have no  responsibility or liability for the accuracy or completeness of any such information.  Except for  items specifically required to be delivered hereunder, neither the Collateral Agent nor the  Administrative Agent shall have any duty or responsibility to provide any Group Agent or Lender  with any information concerning any ADT Entity, or any of their Affiliates that comes into its  possession or any of its officers, directors, members, partners, certificateholders, employees,  agents, attorneys-in-fact, or Affiliates.  SECTION 10.12.  Erroneous Payment.    747634416.3 21671763747634416.9 21671763 112     (a) If anthe Administrative Agent notifies a Credit Party, or any Person who  has received funds on behalf of a Credit Party (any such Credit Party or other recipientLender (any  such Lender, a “Payment Recipient”) that suchthe Administrative Agent has determined in its sole  discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that  any funds received by such Payment Recipient from suchthe Administrative Agent or any of its  Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by,  such Payment Recipient (whether or not known to such Credit Party or other Payment Recipient  on its behalf)  (any such funds, whether received as a payment, prepayment or repayment of  principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous  Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such  Erroneous Payment shall at all times remain the property of suchthe Administrative Agent and  shall be segregated by the Payment Recipient and held in trust for the benefit of suchthe  Administrative Agent, and such Credit Party shall (or, with respect to any Payment Recipient who  received such funds on its behalf, shall cause such Payment Recipient to)shall promptly, but in no  event later than two Business Days thereafter, return to suchthe Administrative Agent the amount  of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same  day funds (in the currency so received), together with interest thereon in respect of each day from  and including the date such Erroneous Payment (or portion thereof) was received by such Payment  Recipient to the date such amount is repaid to suchthe Administrative Agent in same day funds at  the greater of the Federal Funds Rate and a rate determined by suchthe Administrative Agent in  accordance with banking industry rules on interbank compensation from time to time in effect. A  notice of suchthe Administrative Agent to any Payment Recipient under this clause (a) shall be  conclusive, absent manifest error.  (b) Without limiting immediately preceding clause (a), each Credit Party, or  any Person who has received funds on behalf of a Credit Party,Payment Recipient hereby further  agrees that if it receives a payment, prepayment or repayment (whether received as a payment,  prepayment or repayment of principal, interest, fees, distribution or otherwise) from anthe  Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a  different date from, that specified in a notice of payment, prepayment or repayment sent by suchthe  Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or  repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or  repayment sent by suchthe Administrative Agent (or any of its Affiliates), or (z) that such Credit  Party, or other such recipientPayment Recipient, otherwise becomes aware was transmitted, or  received, in error or by mistake (in whole or in part) in each case:  (i) (A) in the case of immediately preceding clauses (x) or (y), an error  shall be presumed to have been made (absent written confirmation from suchthe  Administrative Agent to the contrary) or (B) an error has been made (in the case of  immediately preceding clause (z)), in each case, with respect to such payment, prepayment  or repayment; and  (ii) such Credit PartyPayment Recipient shall (and shall cause any other  recipient that receives funds on its respective behalf to) promptly (and, in all events, within  one Business Day of its knowledge of such error) notify suchthe Administrative Agent of  its receipt of such payment, prepayment or repayment, the details thereof (in reasonable  





 






  747634416.3 21671763747634416.9 21671763 113     detail) and that it is so notifying suchthe Administrative Agent pursuant to this Section  10.12(b).  (c) Each Credit PartyPayment Recipient hereby authorizes eachthe  Administrative Agent to set off, net and apply any and all amounts at any time owing to such  Credit PartyPayment Recipient under any Transaction Document, or otherwise payable or  distributable by suchthe Administrative Agent to such Credit PartyPayment Recipient from any  source, against any amount due to suchthe Administrative Agent under immediately preceding  clause (a) or under the indemnification provisions of this Agreement.  (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by  an Agent for any reason, after demand therefor by such Agent in accordance with immediately  preceding clause (a), from any Lender that has received such Erroneous Payment (or portion  thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion  thereof) on its respective behalf)  (such unrecovered amount, an “Erroneous Payment Return  Deficiency”), upon such Agent’s notice to such Lender at any time, (i) such Lender shall be  deemed to have assigned its Loans (but not its Lender Loan Limit) with respect to which such  Erroneous Payment was made in an amount equal to the Erroneous Payment Return Deficiency  (or such lesser amount as such Agent may specify) (such assignment of the Loans (but not Lender  Loan Limit), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid  interest (with the assignment fee to be waived by such Agent in such instance), and is hereby  (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance  Agreement with respect to such Erroneous Payment Deficiency Assignment, (ii) such Agent as the  assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii)  upon such deemed acquisition, such Agent as the assignee Lender shall become a Lender   hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning  Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency  Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification  provisions of this Agreement and its applicable Lender Loan Limit which shall survive as to such  assigning Lender and (iv) such Agent may reflect in the Register its ownership interest in the Loans  subject to the Erroneous Payment Deficiency Assignment. Such Agent may, in its discretion, sell  any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt  of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable  Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and such  Agent shall retain all other rights, remedies and claims against such Lender (and/or against any  recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous  Payment Deficiency Assignment will reduce the Lender Loan Limit of any Lender.  In addition,  each party hereto agrees that, except to the extent that such Agent has sold a Loan (or portion  thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of  whether suchthe Administrative Agent may be equitably subrogated, suchthe Administrative  Agent shall be contractually subrogated to all the rights and interests of the applicable Credit  PartyPayment Recipient under the LoanTransaction Documents with respect to each Erroneous  Payment Return Deficiency(or portion thereof that is not returned to the Administrative Agent as  provided herein) (the “Erroneous Payment Subrogation Rights”).  (d) (e) The parties hereto agree that an Erroneous Payment shall not pay,  prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other    747634416.3 21671763747634416.9 21671763 114     ADT Entity, except, in each case, to the extent such Erroneous Payment is, and solely with respect  to the amount of such Erroneous Payment that is, comprised of funds received by an Agent from  the Borrower or any other ADT Entity for the purpose of making such Erroneous Payment. .  (e) (f) To the extent permitted by applicable law, no Payment Recipient shall  assert any right or claim to  an Erroneous Payment, and hereby waives, and is deemed to waive,  any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,  claim or counterclaim by anthe Administrative Agent for the return of any Erroneous Payment  received, including without limitation waiver of any defense based on “discharge for value” or any  similar doctrine.  (f) (g) Each party’s obligations, agreements and waivers under this Section  10.12 shall survive the resignation or replacement of anythe Administrative Agent, any transfer of  rights or obligations by, or the replacement of, a Lender, the termination of the Facility  LimitLender Loan Limits and/or the repayment, satisfaction or discharge of all Borrower  Obligations and ADT Obligations (or any portion thereof) under any LoanTransaction Document.  SECTION 10.13.  Disclaimer and Exculpation With Respect to any Rate. The  Administrative Agent does not warrant or accept any responsibility for, and shall not have any  liability with respect to, the administration, submission or any other matter related to Adjusted  Daily Simple SOFR or any Benchmark or with respect to any alternative, successor or replacement  rate thereof (including any Benchmark Replacement), or any calculation, component definition  thereof or rate referenced in the definition thereof, including, without limitation, (i) any such  alternative, successor or replacement rate  (including any Benchmark Replacement) implemented  pursuant to Section 2.06, upon the occurrence of a Benchmark Transition Event, and (ii) the effect,  implementation or composition of any Conforming Changes pursuant to Section 2.06, including  without limitation, whether the composition or characteristics of any such alternative, successor or  replacement reference rate (including any Benchmark Replacement) will be similar to, or produce  the same value or economic equivalence of, Adjusted Daily Simple SOFR or any Benchmark or  have the same volume or liquidity as did Adjusted Daily Simple SOFR or any Benchmark prior to  its discontinuance or unavailability.  In addition, the discontinuation of Adjusted Daily Simple  SOFR or any Benchmark and any alternative, successor or replacement reference rate may result  in a mismatch between the reference rate referenced in this Agreement and other financial  instruments of the parties hereto, including potentially those that are intended as hedges.  The  Administrative Agent and its Affiliates and/or other related entities may engage in transactions  that affect the calculation of Adjusted Daily Simple SOFR, any Benchmark or any alternative,  successor or replacement rate (including any Benchmark Replacement) and/or any relevant  adjustments thereto, in each case, with all determinations of such Adjusted Daily Simple SOFR,  any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to  be conclusive, absent manifest error.  The Administrative Agent may select information sources  or services in its reasonable discretion to ascertain Adjusted Daily Simple SOFR, any Benchmark  or any such alternative, successor or replacement rate, in each case pursuant to the terms of this  Agreement (as amended, amended and restated, supplemented or otherwise modified from time to  time), and shall have no liability to any ADT Entity, any Lender or any other person or entity for  damages of any kind, including direct or indirect, special, punitive, incidental or consequential  damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in    747634416.3 21671763747634416.9 21671763 115     equity), for any error or calculation of any such rate (or component thereof) provided by any such  information source or service.  ARTICLE XI    INDEMNIFICATION  SECTION 11.01.  Indemnities by the Borrower.    (a) General Indemnity.  Without limiting any other rights which any such  Person may have hereunder or under applicable Law, the Borrower agrees to indemnify and hold  harmless the Collateral Agent, the Administrative Agent, each Lender, each Group Agent, each  other Affected Person, each of their respective Affiliates, and all members, managers, directors,  shareholders, officers, employees, and attorneys, or agents of any of the foregoing (each an  “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims,  liabilities, and related costs and expenses, including reasonable and documented attorneys’ fees  and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set  forth in the proviso to Section 12.06)] but excluding Taxes (other than Taxes specifically  enumerated below) (all of the foregoing being collectively referred to as “Indemnified Amounts”)  awarded against or incurred by any of them arising out of, relating to or in connection with this  Agreement or the other Transaction Documents, any of the transactions contemplated hereby or  thereby, or the ownership, maintenance or funding, directly or indirectly, of the Pool Receivables  or Related Assets (or any portion thereof) or otherwise arising out of or relating to or resulting  from the actions or inactions of any ADT Entity, the Servicer or any of their respective Affiliates,  provided, however, notwithstanding anything to the contrary in this Article XI, excluding  Indemnified Amounts solely to the extent resulting from the fraud, bad faith, gross negligence or  willful misconduct on the part of such Indemnified Party as determined by a final non-appealable  judgment by a court of competent jurisdiction.  Without limiting the generality of the foregoing  but subject to the express limitations set forth in this Section 11.01, the Borrower shall indemnify  and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of,  relating to, or resulting from:  (i) the transfer by the Borrower of any interest in any Pool Receivable  or Related Asset;  (ii) any representation or warranty made by the Borrower under or in  connection with any Transaction Document, any Loan Request, any Information  Package, or any other information or report delivered by or on behalf of the  Borrower pursuant hereto, which shall have been untrue, false, or incorrect when  made or deemed made;  (iii) the failure of the Borrower to comply with the terms of any  Transaction Document, any applicable Law any Contract, any Pool Receivable, or  Related Assets or the nonconformity of any Contract, Pool Receivable, or Related  Assets with any such Law;    747634416.3 21671763747634416.9 21671763 116     (iv) the failure to vest in favor of the Collateral Agent a first priority  perfected security interest in any Pool Receivables and all Related Assets against  all Persons including any bankruptcy trustee or similar Person;  (v) the failure to file, or any delay in filing of, financing statements or  other similar instruments or documents under the UCC of any applicable  jurisdiction or under any other applicable Laws with respect to any Pool Receivable  or Related Assets whether at the time of any Loan or at any time thereafter;  (vi) any suit or claim related to the Pool Receivables or any Related  Asset or any Transaction Document (including any products liability or  environmental liability claim arising out of or in connection with merchandise or  services that are the subject of any Pool Receivable);  (vii) failure by the Borrower to comply with the “bulk sales” or analogous  Laws of any jurisdiction;  (viii) any loss arising, directly or indirectly, as a result of the imposition  of sales or similar transfer type taxes or the failure by the Borrower to timely collect  and remit to the appropriate authority any such taxes;  (ix) any commingling of any Collections of Pool Receivables with any  other funds;  (x) the failure or delay to provide any Obligor with an invoice or other  evidence of indebtedness;  (xi) any failure of the Borrower or ADT to pledge or assign, as  applicable, any Pool Receivable or Related Asset contemplated to be so pledged or  assigned under the Transaction Documents; or the violation or breach by any ADT  Entity of any confidentiality provision, or of any similar covenant of non- disclosure, with respect to any Contract, or any other Indemnified Amount payable  hereunder with respect to or resulting from any such violation or breach;    (xii) the existence or assertion of any Adverse Claim in favor of any  Governmental Authority or any other Person against the Payment Account, any  Collection Account, Lock-Box, Collections, Receivable, Service Charge  Receivable, or any related Contract or any portion or proceeds thereof, including,  without limitation, as a result of any portion of any such Collection Account, Lock- Box, Collections, Receivable, Service Charge Receivable, or any related Contract  being attributable to governmental fees, surcharges, or taxes;  (xiii) any Pool Receivable failing to constitute an Eligible Receivable;  (xiv) any dispute, claim, offset or defense (other than discharge in  bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable  in, or purporting to be in, the Receivable Pool (including, without limitation, a  defense based on such Receivable or the related Contract not being a legal, valid  





 






  747634416.3 21671763747634416.9 21671763 117     and binding obligation of such Obligor enforceable against it in accordance with its  terms), or any other claim resulting from the sale of the merchandise or services  related to such Receivable or the furnishing or failure to furnish such merchandise  or services or relating to collection activities with respect to such Pool Receivable;  (xv) any investigation, litigation or proceeding related to any Transaction  Document or the use of proceeds, of the Loans or the ownership of Pool  Receivables or the Related Assets;  (xvi) any claim brought by any Person other than an Indemnified Party  arising from any activity by the Borrower or any Affiliate of the Borrower in  servicing, administering or collecting any Receivable;  (xvii) the facts or circumstances giving rise to any Event of Termination  or Unmatured Event of Termination; or  (xviii) any inability to litigate any claim against any Obligor in respect of  any Pool Receivable as a result of such Obligor being immune from civil and  commercial law and suit on the grounds of sovereignty or otherwise from any legal  action, suit or proceeding.  (b) Contribution.  If for any reason the indemnification provided above in this  Section 11.01 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party  harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified  Party as a result of such loss, claim, damage, or liability in such proportion as is appropriate to  reflect not only the relative benefits received by such Indemnified Party on the one hand and the  Borrower on the other hand but also the relative fault of such Indemnified Party as well as any  other relevant equitable consideration.  (c) For the avoidance of doubt, there shall be no recourse to the Servicer for the  Borrower’s indemnification obligations under this Section 11.01 other than to the extent expressly  provided for in this Agreement or in any other Transaction Document.  SECTION 11.02.  Indemnities by ADT and the Servicer.  Without limiting any other rights  which any such Person may have hereunder or under applicable Law, each of ADT and the  Servicer agree to indemnify and hold harmless each Indemnified Party from any and all  Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from:   (i) any breach by it (in any capacity) of any of its obligations or duties under this Agreement or  any other Transaction Document; (ii) the untruth or inaccuracy of any representation or warranty  made by it (in any capacity) hereunder or under any other Transaction Document; (iii) the failure  of any information contained in any Loan Request or Information Package to be true and correct,  or the failure of any other information provided to any such Indemnified Party by, or on behalf of,  the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on  its part (in any capacity) arising out of, relating to, in connection with, or affecting any transaction  contemplated by the Transaction Documents, any Contract, any Pool Receivable or any Related  Asset; (v) the failure by it (in any capacity) to comply with any applicable Law, rule, or regulation  with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any    747634416.3 21671763747634416.9 21671763 118     commingling of any funds by it (in any capacity) relating to any Pool Receivables or Related  Assets with any of its funds or the funds of any other Person; (vii) the failure or delay to provide  any Obligor with an invoice or other evidence of indebtedness; (viii) any failure of the Borrower  or it to pledge or assign, as applicable, any Pool Receivable or Related Asset purported to be  pledged or assigned as contemplated under the Transaction Documents, or the violation or breach  by any ADT Entity of any confidentiality provision, or of any similar covenant of non-disclosure,  with respect to any Contract, or any other Indemnified Amount payable hereunder with respect to  or resulting from any such violation or breach; (ix) the existence or assertion of any Adverse Claim  in favor of any Governmental Authority or any other Person against the Payment Account,  Collection Account, Lock-Box, Collections, Receivable, Service Charge Receivable, or any  related Contract, or any portion or proceeds thereof, including, without limitation, as a result of  any portion of the Payment Account, any such Collection Account, Lock-Box, Collections,  Receivable, Service Charge Receivable, or any related Contract being attributable to governmental  fees, surcharges, or taxes; (x) Mizuho’s entry into any Control Agreement, and the arrangements  and transactions contemplated thereby; (xi) any third party claim against an Indemnified Party for  damages caused by the Servicer’s servicing, administration or collection of Pool Receivables; (xii)  any investigation or proceeding against an Indemnified Party based on the Servicer’s servicing,  administration or collection of Pool Receivables; (xiii) any obligations of the Borrower under  Section 4.03; and (xiv) any breach of the representations of Section 6.01(w) or the covenants of  Section 7.03(k); provided, however, notwithstanding anything to the contrary in this Article XI,  excluding Indemnified Amounts solely to the extent (w) resulting from the fraud, bad faith, gross  negligence or willful misconduct on the part of such Indemnified Party as determined by a final  non-appealable judgment by a court of competent jurisdiction, (x) resulting from the  uncollectability of any such Pool Receivables not arising from any action or breach of any ADT  Entity, (y)  they constitute recourse with respect to a Pool Receivable by reason of bankruptcy or  insolvency, or the financial or credit condition or financial default, of the related Obligor, or (z)  they constitute special, indirect, consequential, or punitive damages (other than special, indirect,  consequential or punitive damages payable by an Indemnified Party to a third party).    ARTICLE XII    MISCELLANEOUS   SECTION 12.01.  Amendments Etc.  No amendment, modification, or waiver of any  provision of this Agreement or consent to any departure by the Borrower or ADT therefrom shall  in any event be effective unless the same shall be in writing and signed by the Borrower, ADT, the  Collateral Agent, the Administrative Agent, and the Required Lenders, and then such waiver or  consent shall be effective only in the specific instance and for the specific purpose for which given;  provided, however, that no such amendment, waiver, or modification shall (i) decrease the  outstanding amount of, or extend the repayment of or any scheduled payment date for the payment  of, any Interest in respect of the Principal or any Fees owed to any Lender, the Collateral Agent,  any Group Agent or the Administrative Agent without the prior written consent of such Person;  (ii) forgive or waive or otherwise excuse any repayment of the Aggregate Principal without the  prior written consent of each Lender and the related Group Agent affected thereby; (iii) increase  the Group Loan Limit in respect of any Group without its prior written consent; (iv) amend or  modify the provisions of this Section 12.01, or the definition of “Acceleration Date”, “Delinquent  Receivable”, “Defaulted Receivable”, “Eligible Receivable”, “Event of Termination”,    747634416.3 21671763747634416.9 21671763 119     “Unmatured Event of Termination”, “Required Lenders”, “Net Portfolio Balance”, “Termination  Date” (other than pursuant to an extension thereof in accordance with Section 2.05), “Required  Reserves”, “Interest Period” or “Settlement Period” (or any of the definitions used in any such  preceding definition in a manner that would circumvent the intention of the restrictions set forth  in this Section 12.01), in each case, without the prior written consent of each Lender and Group  Agent, or (v) release all or any material part of the Pool Receivables or Related Assets from the  security interest granted by the Borrower to the Collateral Agent hereunder except as expressly  provided for herein or in the Transaction Documents without the prior written consent of each  Lender and Group Agent; provided, further, that the consent of ADT and the Borrower shall not  be required for the effectiveness of any amendment which modifies on a prospective basis, the  representations, warranties, covenants, or responsibilities of the Servicer at any time when the  Servicer is not an Affiliate of ADT or the fees and expenses payable to any such Servicer.   Notwithstanding anything in any Transaction Document to the contrary, none of the Borrower or  ADT shall amend, waive, or otherwise modify any other Transaction Document, or consent to any  such amendment or modification, without the prior written consent of the Collateral Agent, the  Administrative Agent, and the Required Lenders.  SECTION 12.02.  Notices, Etc.  All notices and other communications provided for  hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email  communication) and shall be personally delivered or sent by express mail or nationally recognized  overnight courier or by certified mail, first class postage prepaid, or by facsimile or email, to the  intended party at the address, facsimile number, or email address of such party set forth in Schedule  III or at such other address, facsimile number, or email address as shall be designated by such party  in a written notice to the other parties hereto.  All such notices and communications shall be  effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail,  when received, and (b) if transmitted by facsimile or email, when receipt is confirmed by  telephonic or electronic means.  SECTION 12.03.  Successors and Assigns; Participations; Assignments.  (a) Successors and Assigns.  This Agreement shall be binding upon and inure  to the benefit of the parties hereto and their respective successors and assigns.  Except as otherwise  provided herein, the Borrower and ADT may not assign or transfer any of their rights or delegate  any of their duties hereunder or under any Transaction Document without the prior consent of the  Collateral Agent, the Administrative Agent and each Group Agent.  (b) Participations.  Any Lender may sell to one or more Persons (each a  “Participant”) participating interests in the interests of such Lender hereunder; provided, however,  that no Lender shall grant any participation under which the Participant shall have rights to approve  any amendment, waiver or other modification of this Agreement or any other Transaction  Document.  Such Lender shall remain solely responsible for performing its obligations hereunder,  and the Borrower, ADT, the Servicer, the Collateral Agent, each Group Agent, each other Lender  and the Administrative Agent shall continue to deal solely and directly with such Lender in  connection with such Lender’s rights and obligations hereunder.  Each Participant shall be subject  to the requirements under Section 4.03(v) as if such Participant were a Lender, it being understood  that the documentation required under such section shall be delivered to the participating Lender.   A Lender shall not agree with a Participant to restrict such Lender’s right to agree to any    747634416.3 21671763747634416.9 21671763 120     amendment hereto, except amendments that require the consent of all Lenders or all Group Agents.   Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent  of the Borrower, maintain a register on which it enters the name and address of each Participant  and the Loans (and Interest, fees, and other similar amounts under this Agreement) of each  Participant’s interest in the interests of such Lender under the Transaction Documents (the  “Participant Register”); provided that no Lender shall have any obligation to disclose all or any  portion of the Participant Register (including the identity of any Participant or any information  relating to a Participant’s interest in any Pool Receivables or Related Assets or other obligations  under any Transaction Document) to any Person except to the extent that such disclosure is  necessary to establish that such interest or other obligation is in registered form under Section  5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall  be conclusive absent manifest error, and such Lender shall treat each Person whose name is  recorded in the Participant Register as the owner of such participation for all purposes of this  Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, neither the  Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have  any responsibility for maintaining a Participant Register.  (c) Assignment by Lenders.  Each Lender may freely assign to any Eligible  Assignee, without the consent of the Borrower, ADT or the Servicer except as required pursuant  to clause (iv) of the definition of Eligible Assignee, all or a portion of its rights and obligations  under this Agreement or in any other Transaction Document (including all or a portion of its  interest in the Loans and the security interest in the Pool Receivables or Related Assets) in each  case, with the prior written consent (such consent not to be unreasonably withheld) of the Collateral  Agent, the Administrative Agent, the related Group Agent and with prior written notice to Servicer  (on its and the Borrower’s behalf); provided, however, the parties to each such assignment shall  execute and deliver to the Collateral Agent, the Administrative Agent, each Group Agent and the  Servicer (on its and the Borrower’s behalf), for its recording in the Register, a duly executed and  enforceable Assignment and Acceptance Agreement.  From and after the effective date specified in such Assignment and Acceptance Agreement,  (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and  obligations under this Agreement have been assigned to it pursuant to such Assignment and  Acceptance Agreement, have the rights of a Lender thereunder and (y) the assigning Lender shall,  to the extent that rights and obligations have been assigned by it pursuant to such Assignment and  Acceptance, relinquish such rights and be released from such obligations under this Agreement.   In addition, any Lender that constitutes a banking institution may assign all or any portion of its  rights (including its interest in the Loans and the security interest in the Pool Receivables or  Related Assets) under this Agreement to any Federal Reserve Bank or any central bank having  jurisdiction over such Lender without notice to or consent of the Borrower, the Servicer, any other  Lender, the Collateral Agent, or the Administrative Agent.  (d) Register.  (i) The Administrative Agent (acting in this capacity as an agent of the  Borrower) shall in respect of the Receivable Pool maintain a register for the recordation of  the names and addresses of the Lenders, and the Loans (and Interest, fees, and other similar  amounts under this Agreement) pursuant to the terms hereof from time to time (the  





 






  747634416.3 21671763747634416.9 21671763 121     “Register”).  The entries in the Register shall be conclusive absent manifest error, and the  Borrower, the Servicer, the Administrative Agent, the Collateral Agent, and the Lenders  shall be entitled to conclusively rely on the information contained in the Register for all  purposes hereunder (including with respect to the identities of the Lenders and the amount  of their Principal) and otherwise treat each Person whose name is recorded in the Register  pursuant to the terms hereof as a Lender for all purposes hereunder and under the other  Transaction Documents.  The Register shall be available for inspection by the Borrower,  the Servicer and any Lender, at any reasonable time and from time to time upon reasonable  prior notice.  (ii) The Administrative Agent shall also maintain in the Register each  assignee’s interest or obligations under the Transaction Documents with respect to each  assignment pursuant to Section 12.03(c) or 12.03(d) and shall record such assignment upon  notice from the applicable Lender.  The entries in the Register shall be conclusive absent  manifest error.  (e) Status of Conduit Lenders.  So long as any Conduit Lender holds any Loans,  such Conduit Lender shall be a multi-seller asset-backed commercial paper conduit.  SECTION 12.04.  No Waiver; Remedies; Set-Off.  No failure on the part of the Collateral  Agent, the Administrative Agent, any Affected Person, any Lender, any Group Agent, or any  Indemnified Party to exercise, and no delay in exercising, any right, power, or remedy hereunder  shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or  remedy hereunder preclude any other or further exercise thereof or the exercise of any other right,  power, or remedy.  The rights and remedies herein provided are cumulative and not exclusive of  any rights, or remedies provided by Law.  Any waiver of this Agreement shall be effective only in  the specific instance and for the specific purpose for which given.  Without limiting the foregoing,  each Lender, each Group Agent, the Administrative Agent, the Collateral Agent, each Affected  Person, and any of their Affiliates (each a “Set-off Party”) are each hereby authorized at any time  during the continuance of an Event of Termination, (in addition to any other rights it may have) to  setoff, appropriate, and apply (without presentment, demand, protest, or (subject to the last  sentence hereof) any other notice, each of which are hereby expressly waived) any deposits and  any other indebtedness held or owing by such Set-off Party (including by any branches or agencies  of such Set-off Party) to, or for the account of, any ADT Entity against amounts owing by any  ADT Entity under this Agreement or the other Transaction Documents (even if contingent or  unmatured).  For the avoidance of doubt, the applicable Set-off Party shall not set off against any  deposits of any other ADT Entity with respect to any obligations of the Borrower or against the  Borrower for any obligations of any other ADT Entity.  Each Set-off Party (or its related Group  Agent, if applicable) shall promptly notify the Administrative Agent, the Collateral Agent, each  Group Agent, the Borrower and ADT of its exercise of set-off rights pursuant to this Section 12.04,  which notice shall specify (i) the amount of the Obligations setoff, (ii) whether such Obligations  constitute Borrower Obligations or ADT Obligations, (iii) if the setoff was against amounts  payable to any ADT Entity (other than the Borrower), the type of ADT Obligation to which such  setoff relates, and (iv) the effective date of such setoff.  The Administrative Agent’s receipt of any such notice from a Set-off Party (or its related  Group Agent, if applicable) in respect of the exercise of setoff rights against any ADT Obligation    747634416.3 21671763747634416.9 21671763 122     shall be deemed to constitute a Demand Certification made by such Set-off Party in respect of such  ADT Obligation for the amount so set off, and the Administrative Agent shall make any  appropriate adjustments to the amounts distributable by it pursuant to Section 3.03(a) to reflect  such exercise of setoff rights.  Following the Collateral Agent’s receipt of any such notice from a Set-off Party (or its  related Group Agent, if applicable) in respect of the exercise of setoff rights against any Borrower  Obligation, the Collateral Agent shall make appropriate adjustments to the amounts allocated and  distributed pursuant to Section 3.01(d) to reflect such setoff of such Borrower Obligation by such  Set-off Party; provided that the Collateral Agent shall have no obligation to make any such  adjustment in respect of a Settlement Date unless it has received the applicable notice of setoff on  or prior to the Reporting Date immediately preceding such Settlement Date.  For purposes of the  above adjustments by the Collateral Agent, all setoffs effected by a Set-off Party shall be deemed  to have been applied to Borrower Obligations in the reverse order of application of the Borrower  Obligations as set forth in Section 3.01(d).  SECTION 12.05.  Binding Effect; Survival.  (a) This Agreement shall be binding upon and inure to the benefit of the  Borrower, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and  the provisions of Section 4.01 and Article XI shall inure to the benefit of the Affected Persons and  Indemnified Parties, respectively, and their respective successors and assigns.  (b) Each Program Support Provider and each other Affected Person are express  third party beneficiaries hereof.  This Agreement shall not confer any rights or remedies upon any  other Person, other than the parties hereto and the third party beneficiaries specified in this Section  12.05(b).   (c) This Agreement shall create and constitute the continuing obligations of the  parties hereto in accordance with its terms, and shall remain in full force and effect until the Final  Payout Date.  The rights and remedies with respect to any breach of any representation and  warranty made by the Borrower pursuant to Article VI and the indemnification and payment  provisions of Article XI and Sections 3.02, 3.03, 4.01, 4.02, 4.03, 10.07, 12.04, 12.05, 12.06, 12.07,  12.08, 12.11, 12.12, 12.13, and 12.16 shall be continuing and shall survive any termination of this  Agreement.  SECTION 12.06.  Costs and Expenses.  The Borrower shall promptly pay, (x) on the  Closing Date, with respect to all such costs and expenses incurred on or prior to the Closing Date  and for which invoices have been provided reasonably prior to the Closing Date and (y) by  remittance to the Payment Account within three (3) Business Days of demand, for subsequent  application in accordance with Section 3.01(d), with respect to all other such costs and expenses,  all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the  Collateral Agent, the Administrative Agent, each Lender and each Group Agent in connection  with:  (a) the negotiation, preparation, execution, and delivery of this Agreement and  the other Transaction Documents and any amendment of or consent or waiver under any of the    747634416.3 21671763747634416.9 21671763 123     Transaction Documents (whether or not consummated), or the enforcement of, or any actual or  claimed breach of, this Agreement or any of the other Transaction Documents including reasonable  and documented accountants’, auditors’, consultants’, and attorneys’ fees and expenses to any of  such Persons and the reasonable and documented fees and charges of any nationally recognized  statistical rating agency or any independent accountants, auditors, consultants, or other agents  incurred in connection with any of the foregoing or in advising such Persons as to their respective  rights and remedies under any of the Transaction Documents in connection with any of the  foregoing; and  (b) subject only to the limitations in Sections 7.01(c) and 7.04(c), the  administration (including periodic auditing and inspections as provided for herein) of this  Agreement and the other Transaction Documents and the transactions contemplated thereby,  including all reasonable and documented expenses and accountants’, consultants’, and attorneys’  fees incurred in connection with the administration and maintenance of this Agreement and the  other Transaction Documents and the transactions contemplated thereby;  provided, that so long as no Unmatured Event of Termination or Event of Termination has occurred  and remains continuing, the Borrower’s obligation to pay the reasonable and documented  attorneys’ fees and expenses incurred by the Collateral Agent, the Administrative Agent, the  Lenders and the Group Agents shall be limited to paying the reasonable and documented fees and  expenses of two (one if the Collateral Agent and the Administrative Agent are Affiliates or the  same Person) law firms, each one selected by the Collateral Agent and the Administrative Agent  in its sole discretion; provided, however, that such limitation shall not be applicable in respect of  any Person if such limitation on representation would be inappropriate due to an actual or potential  conflict of interest between the Collateral Agent, the Administrative Agent, any Group Agent or  any Lender, including situations in which there are one or more legal defenses available to one  such Person that are different from or additional to those available to any other such Person;  provided, further, that, for the avoidance of doubt, no limitation on the reasonable and documented  attorneys’ fees and expenses incurred by the Collateral Agent, the Administrative Agent, any  Lender, or any Group Agent during the continuance of an Unmatured Event of Termination or  Event of Termination shall be applicable even if such event subsequently ceases to be continuing.  SECTION 12.07.  No Proceedings; Limited Recourse.  (a) The Borrower, ADT, the Servicer, the Collateral Agent, the Administrative  Agent, each Lender, and each Group Agent, each hereby agrees that it will not institute against  any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any  proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date  until one year plus one day following the last day on which all Commercial Paper Notes and other  publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid  in full.  The foregoing shall not limit any such Person’s right to file any claim in or otherwise take  any action with respect to any insolvency proceeding that was instituted by any Person other than  such parties.  (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each  Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party,  Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this    747634416.3 21671763747634416.9 21671763 124     Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to  have agreed, that it will not institute against the Borrower, or join any other Person in instituting  against the Borrower, any proceeding of the type referred to in the definition of Event of  Bankruptcy.  The foregoing shall not limit the right of any such Person (each, a “Borrower  Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency  proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such  Borrower Creditor has not otherwise caused the institution of such proceeding.  All claims against  the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a  proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or  caused the institution of such a proceeding, and the foregoing agreement shall constitute a  “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code.   Notwithstanding anything to the contrary contained herein or in any other Transaction Document,  the obligations of the Borrower hereunder and thereunder are solely the obligations of the  Borrower, payable solely from the Borrower’s own assets.  (c) Notwithstanding anything to the contrary contained herein, the obligations  of any Conduit Lender under this Agreement are solely the obligations of such Conduit Lender  and shall be payable at such time as funds are received by or are available to such Conduit Lender  in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit  Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related  Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations,  the claims relating thereto shall not constitute a claim against such Conduit Lender but shall  continue to accrue.  Each party hereto agrees that the payment of any claim (as defined in Section  101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment  in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for  purposes of this Section 12.07(c), a Conduit Lender does not own a direct interest in the Pool  Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the  amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not  contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool  Receivables and Related Assets, including Collections, all as set forth herein, would be  subordinated to the payment of a Conduit Lender’s Commercial Paper Notes.  (d) No recourse under any obligation, covenant or agreement of any Conduit  Lender contained in this Agreement shall be had against any member, manager, officer, director,  employee or agent of such Conduit Lender or any of their Affiliates (solely by virtue of such  capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue  of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely  an obligation of each Conduit Lender individually, and that no personal liability whatever shall  attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or  agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of  them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender  contained in this Agreement, or implied therefrom, and that any and all personal liability for  breaches by any Conduit Lender of any of such obligations, covenants or agreements, either at  common law or at equity, or by statute, rule or regulation, of every such member, manager, officer,  director, employee or agent is hereby expressly waived as a condition of and in consideration for  the execution of this Agreement; provided that the foregoing shall not relieve any such Person  





 






  747634416.3 21671763747634416.9 21671763 125     from any liability it might otherwise have as a result of fraudulent actions taken or omissions made  by them.  (e) Except as expressly provided in any Transaction Document, no recourse  shall be had for the payment of any amount owing by the Borrower in respect of this Agreement  or the other Transaction Documents or for the payment of any fee hereunder or for any other  obligation or claim arising out of or based upon this Agreement against the Servicer, any other  ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder,  employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided,  however, that, the foregoing shall not in any manner affect, limit or waive any of the obligations  of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person  may have under any Transaction Document.  SECTION 12.08.  Confidentiality.  (a) Each party hereto acknowledges that the Collateral Agent, the  Administrative Agent, each Lender, and each Group Agent regards the terms of the transactions  contemplated by this Agreement to be proprietary and confidential, and each such party severally  agrees that:  (i) it will not disclose without the prior consent of the Collateral Agent,  the Administrative Agent (other than to its Collateral Trustee (if any), and its and its  Affiliates’ directors, officers, employees, agents, accountants, auditors, and counsel or  other advisors (collectively, “representatives”) of such party, each of whom shall be  informed by such party of the confidential nature of the Program Information (as defined  below) and of the terms of this Section 12.08), (1) any information regarding the pricing  terms in, or copies of, this Agreement, any other Transaction Document or any transaction  contemplated hereby or thereby, (2) any information regarding the organization, business,  or operations of any Lender generally or the services performed by the Collateral Agent or  the Administrative Agent for any Lender, or (3) any information which is furnished by the  Collateral Agent or the Administrative Agent to such party and is designated by the  Collateral Agent or the Administrative Agent to such party in writing as confidential (the  information referred to in clauses (1), (2), and (3) is collectively referred to as the “Program  Information”); provided that such party may disclose any such Program Information:   (A) to any other party to this Agreement (and any representatives so long as they are  informed that such information is confidential and agree to keep such information  confidential) for the purposes contemplated hereby, (B) to the extent requested by any  regulatory authority or by applicable Laws, (C) as may be required by any Governmental  Authority having jurisdiction over such party, (x) in order to comply with any Law  applicable to such party or (y) subject to subsection (c), in the event such party is legally  compelled (by interrogatories, requests for information or copies, subpoena, civil  investigative demand, or similar process) to disclose any such Program Information, (D) to  any permitted assignee of such party’s rights and obligations hereunder to the extent they  agree to be bound by this Section 12.08, (E) in connection with the exercise of any remedies  hereunder or any suit, action, or proceeding relating to this Agreement or the enforcement  of rights hereunder, (F) to any nationally recognized statistical rating organization as  contemplated by Section 17g-5 of the Securities Exchange Act or in connection with    747634416.3 21671763747634416.9 21671763 126     obtaining or monitoring a rating on any Commercial Paper Notes, or (G) in connection  with filings (including exhibit filings) required under the Securities Exchange Act, as  reasonably determined by the applicable filing party to be necessary or appropriate for the  purposes of complying with applicable Law;  (ii) it, and any Person to which it discloses such information, will use  the Program Information solely for the purposes of evaluating, administering, performing  and enforcing the transactions contemplated by this Agreement and making any necessary  business judgments with respect thereto; and  (iii) it, and any Person to which it discloses such information, will, upon  written demand from the Collateral Agent or the Administrative Agent, return (and cause  each of its representatives to return) to the Collateral Agent or the Administrative Agent or  destroy (whether to return or destroy being in the sole discretion of such party), all  documents or other written material received from the Collateral Agent or the  Administrative Agent, as the case may be, pursuant to clauses (2) or (3) of subsection (i)  above and all copies thereof made by such party which contain all Program Information;  provided however that it may retain one copy of such document or material and any  Program Information incorporated into any of its credit review documentation, or as it  otherwise deem necessary in order to comply with ordinary and customary retention  requirements of financial institutions, sound banking practices and audit and examination  requirements or as otherwise may be required by applicable Law.  Any Person required to  maintain the confidentiality of any information as provided in this Section 12.08(a) shall  be considered to have complied with its obligation to do so if such Person has exercised  the same degree of care to maintain the confidentiality of such information as such Person  would accord to its own confidential information.  (b) Availability of Confidential Information.  Section 12.08(a) shall be  inoperative as to such portions of the Program Information which are or become generally  available to the public or such party on a nonconfidential basis from a source other than the  Collateral Agent or the Administrative Agent or were known to such party on a nonconfidential  basis prior to its disclosure by the Collateral Agent or the Administrative Agent.  (c) Legal Compulsion to Disclose.  In the event that any party or anyone to  whom such party or its representatives transmits the Program Information is requested or becomes  legally compelled (by interrogatories, requests for information or documents, subpoena, civil  investigative demand, or similar process) to disclose any of the Program Information, to the extent  permitted by applicable Law and if practical to do so under the circumstances, such party shall  provide the Collateral Agent, the Administrative Agent, each Group Agent, and ADT with prompt  written notice so that the Collateral Agent or the Administrative Agent may at the expense of ADT  seek a protective order or other appropriate remedy and/or if it so chooses, agree that such party  may disclose such Program Information pursuant to such request or legal compulsion.  In the event  that such protective order or other remedy is not obtained, or the Collateral Agent and the  Administrative Agent waive compliance with the provisions of this Section 12.08(c), such party  will furnish only that portion of the Program Information which (in such party’s good faith  judgment) is legally required to be furnished and will exercise commercially reasonable efforts to  obtain reliable assurance that confidential treatment will be accorded the Program Information.    747634416.3 21671763747634416.9 21671763 127     (d) Disclosure of Tax Treatment and Structure.  Notwithstanding anything  herein to the contrary, each party (and each employee, representative, or other agent of each party)  hereto may disclose to any and all Persons, without limitation of any kind, any information with  respect to the United States federal income “tax treatment” and “tax structure” (in each case, within  the meaning of U.S. Treasury Regulation Section 1.6011-4) of the transactions contemplated  hereby and all materials of any kind (including opinions or other Tax analyses) that are provided  to such parties (or their representatives) relating to such tax treatment and tax structure; provided,  that with respect to any document or similar item that in either case contains information  concerning the tax treatment or tax structure of the transaction as well as other information, this  sentence shall only apply to such portions of the document or similar item that relate to the United  States federal income tax treatment or tax structure of the transactions contemplated hereby.  (e) Confidentiality of the Collateral Agent, the Administrative Agent, and  Lenders.  The Collateral Agent, the Administrative Agent, each Lender, each Group Agent, each  Affected Person, and their successors and assigns agrees to maintain the confidentiality of the  Information (as defined below), except that Information may be disclosed (i) to its Collateral  Trustee (if any) and its and its Affiliates’ directors, officers, employees, and agents, including  accountants, auditors, legal counsel, and other advisors (it being understood that the Persons to  whom such disclosure is made will be informed of the confidential nature of such Information and  be instructed and agree or be otherwise bound to keep such Information confidential on terms at  least as restrictive as this Section 12.08(e)), (ii) to the extent requested by any regulatory authority  or by applicable Laws, (iii) to the extent required by any subpoena or similar legal process,  provided, however, to the extent permitted by applicable Law and if practical to do so under the  circumstances, that the Person relying on this clause (iii) shall provide ADT and the Borrower with  prompt notice of any such required disclosure so that ADT or the Borrower, as applicable, may  seek a protective order or other appropriate remedy, and in the event that such protective order or  other remedy is not obtained, such Person will furnish only that portion of the Information which  is legally required, (iv) to any other Affected Person (it being understood that the Persons to whom  such disclosure is made will be informed of the confidential nature of such Information and be  instructed and agree or be otherwise bound to keep such Information confidential on terms at least  as restrictive as this Section 12.08(e)), (v) in connection with the exercise of any remedies  hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights  hereunder, (vi) to any prospective participant or assignee provided such person agrees to be bound  by this Section 12.08(e), (vii) with the consent of the Borrower and ADT, (viii) to the extent such  Information becomes publicly available other than as a result of a breach of this Section 12.08(e)  or any agreement contemplated by this Section 12.08(e) or (ix) to any nationally recognized  statistical rating organization as contemplated by Section 17g-5 of the Securities Exchange Act or  in connection with obtaining or monitoring a rating on any Commercial Paper Notes.  For the  purposes of this Section, “Information” means all information received from ADT or any Affiliate  of ADT, including any Obligor Information (and to the extent applicable, any Non-Public Obligor  Data, which shall remain subject to the applicable provisions of Section 12.08(f)), other than any  such information that is available to such Person on a nonconfidential basis prior to disclosure by  ADT or any Affiliate of ADT.  (f) Privacy Requirements. Notwithstanding anything to the contrary in this  Agreement, Mizuho, as Administrative Agent, the Collateral Agent, Lender and Group Agent  agrees that it is, and will remain, in compliance with the Privacy Requirements, will not utilize,    747634416.3 21671763747634416.9 21671763 128     and will not permit any affiliate or any representative to utilize, Non-Public Obligor Data for any  purpose not in connection with the transactions contemplated under this Agreement or the related  Transaction Documents, and will maintain reasonable and adequate safeguards for the protection  of all Non-Public Obligor Data, in accordance with its internal privacy policies and as required by  the Privacy Requirements and other applicable Law. Mizuho has provided ADT with a true and  correct copy of its information security policies and procedures as in effect on March 12, 2020.   None of the Administrative Agent, the Collateral Agent, any Lender or any Group Agent shall  provide any Non-Public Obligor Data to any other Lender, Group Agent, successor Collateral  Agent or Administrative Agent, or any other prospective participant or assignee thereof, unless  ADT shall have provided its consent thereto to the Administrative Agent.  For the avoidance of  doubt, once ADT provides its consent in respect of a Person, no additional ADT consent shall be  required for future disclosure of Non-Public Obligor Data to such Person.  Upon receipt of such  consent, the Administrative Agent shall forward a copy thereof to the Lenders and the Group  Agents. In respect of each such Person, ADT shall provide the consent contemplated above if such  Person has agreed to maintain reasonable and adequate safeguards for the protection of all Non- Public Obligor Data in a manner reasonably satisfactory to ADT.  Notwithstanding anything to the  contrary herein or in any other Transaction Document, (i) subject to clause (iii) below, each ADT  Entity shall be entitled to remove any Non-Public Obligor Data from any report, document or  information required to be delivered hereunder, including the Information Package, and shall not  be liable to any Person by reason thereof, (ii) delivery by the Administrative Agent or the Collateral  Agent of any notice or information required to be provided by it under this Agreement or the other  Transaction Documents, including the Information Package, shall not be deemed to be a breach of  this Section 12.08(f), and (iii) upon request by the Collateral Agent or the Administrative Agent,  each ADT Entity shall separately provide to the Collateral Agent and the Administrative Agent  with each report, document and information from which any Non-Public Obligor Data has been  removed, without such Non-Public Obligor Data removed; provided, that neither the Collateral  Agent nor the Administrative Agent shall provide (and shall not be deemed to be required to  provide) such Non-Public Obligor Data to any other Lender, Group Agent, successor Collateral  Agent or Administrative Agent, or any other prospective participant or assignee thereof except in  accordance with this Section 12.08(f) or with ADT’s consent, and in no event shall Mizuho, as the  Collateral Agent or the Administrative Agent, be obligated to provide (or be liable for not  providing) any Non-Public Obligor Data to any other Person. Each of the Administrative Agent,  Collateral Agent, each Lender and each Group Agent also agree that it will not, and will not permit  any affiliate or representative other than the Servicer or its authorized delegees to, contact any  Obligor for any purpose; provided, however, that the Administrative Agent or the Collateral Agent  (or their respective agents) may contact an Obligor following an Event of Termination, to the  extent expressly set forth herein, or if ADT is terminated as the Servicer and a successor servicer  is acting as servicer or a collection agent in respect of the applicable Pool Receivables.  Except to  the extent expressly set forth herein following an Event of Termination, each of the Administrative  Agent, Collateral Agent, each Lender and each Group Agent (or their respective agents) shall not  take any action to service, collect or administer any Pool Receivable during the period that ADT  has the right to act as the Servicer under this Agreement.  ADT and the Borrower shall not deliver  (or instruct the Administrative Agent or the Collateral Agent to deliver) to any Lender or Group  Agent any Non-Public Obligor Data in connection with the transactions contemplated hereby,  except with such Lender’s or Group Agent’s prior written consent.  





 






  747634416.3 21671763747634416.9 21671763 129     SECTION 12.09.  Captions and Cross References.  The various captions (including the  table of contents) in this Agreement are provided solely for convenience of reference and shall not  affect the meaning or interpretation of any provision of this Agreement. Unless otherwise  indicated, references in this Agreement to any Section, Article, Appendix, Schedule, or Exhibit  are to such Section or Article of, or Appendix, Schedule, or Exhibit to this Agreement, as the case  may be, and references in any Section, subsection, or clause to any subsection, clause, or subclause  are to such subsection, clause, or subclause of such Section, subsection, or clause.  SECTION 12.10.  Integration.  This Agreement, together with the other Transaction  Documents, contains a final and complete integration of all prior expressions by the parties hereto  with respect to the subject matter hereof and shall constitute the entire understanding among the  parties hereto with respect to the subject matter hereof, superseding all prior oral or written  understandings.  SECTION 12.11.  Governing Law.  THIS AGREEMENT, INCLUDING THE RIGHTS  AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK  (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF  THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF  LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE  EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE COLLATERAL  AGENT, THE ADMINISTRATIVE AGENT, OR ANY LENDER IN THE COLLATERAL IS  GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW  YORK).  SECTION 12.12.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY  EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT,  ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY AMENDMENT,  INSTRUMENT, OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE  DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR  OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY  OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR  PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.  SECTION 12.13.  Consent to Jurisdiction; Waiver of Immunities.  EACH PARTY  HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:  (a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF  ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION  IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING  IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF  OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT,  (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY  BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL  COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST    747634416.3 21671763747634416.9 21671763 130     EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM  TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.  (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE  ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL  PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO  JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE)  WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES  SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION  WITH THIS AGREEMENT.  SECTION 12.14.  Execution in Counterparts.  This Agreement may be executed in any  number of counterparts and by the different parties hereto in separate counterparts, each of which  when so executed shall be deemed to be an original and all of which when taken together shall  constitute one and the same Agreement.  Delivery of an executed counterpart hereof by facsimile  or other electronic means shall be equally effective as delivery of an originally executed  counterpart.  Each of the parties hereto agrees that this Agreement and any other documents to be  delivered in connection herewith may be electronically signed, provided that no electronic  signatures may be affixed through the use of a third-party service provider.  The parties agree that  any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures)  appearing on this Agreement or such other documents are the same as handwritten signatures for  the purposes of validity, enforceability and admissibility, and that delivery of any such electronic  signature to, or a signed copy of, this Agreement and such other documents may be made by  facsimile, email or other electronic transmission.  SECTION 12.15.  Pledge to a Federal Reserve Bank.  Notwithstanding anything to the  contrary set forth herein (including in Section 12.03), (i) each Lender that constitutes a banking  institution or any assignee or participant thereof other than a Conduit Lender, or (ii) in the event  that any Conduit Lender assigns any of its interest in, to and under the Pool Receivables or Related  Assets to any Program Support Provider, any such Person, may at any time pledge, grant a security  interest in or otherwise transfer all or any portion of its interest in the Loans and the security interest  in the Pool Receivables or Related Assets or under this Agreement to secure the obligations of  such Person to a Federal Reserve Bank or otherwise to any other federal Governmental Authority  or special purpose entity formed or sponsored by any such federal Governmental Authority or any  central bank having jurisdiction over such Person, in each case without notice to or the consent of  the Borrower, ADT or the Servicer, but such pledge, grant, or transfer shall not relieve any Person  from its obligations hereunder, and each of the other parties hereto shall be entitled to treat such  Lender’s Principal and its interest under this Agreement as not having been assigned, pledged or  otherwise transferred for all purposes under this Agreement.  SECTION 12.16.  Severability.  Any provisions of this Agreement which are prohibited or  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such  prohibition or unenforceability without invalidating the remaining provisions hereof, and any such  prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such  provision in any other jurisdiction.    747634416.3 21671763747634416.9 21671763 131     SECTION 12.17.  Acknowledgement and Consent to Bail-In of EEA Financial Institutions.   Notwithstanding anything to the contrary in any Transaction Document or in any other agreement,  arrangement, or understanding among any such parties, each party hereto acknowledges that any  liability of any Affected Financial Institution arising under any Transaction Document, to the  extent such liability is unsecured, may be subject to the write-down and conversion powers of the  applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be  bound by:  (a) the application of any Write-Down and Conversion Powers by the  applicable Resolution Authority to any such liabilities arising hereunder which may be payable to  it by any party hereto that is an Affected Financial Institution; and  (b) the effects of any Bail-in Action on any such liability, including, if  applicable:  (i) a reduction in full or in part or cancellation of any such liability;  (ii) a conversion of all, or a portion of, such liability into shares or other  instruments of ownership in such Affected Financial Institution, its parent undertaking, or  a bridge institution that may be issued to it or otherwise conferred on it, and that such shares  or other instruments of ownership will be accepted by it in lieu of any rights with respect  to any such liability under this Agreement or any other Transaction Document; or  (iii) the variation of the terms of such liability in connection with the  exercise of the write-down and conversion powers of the applicable Resolution Authority.  SECTION 12.18.  PATRIOT Act Notice.  Each of the Administrative Agent and the  Collateral Agent (for itself and not on behalf of any Lender or Group Agent) and each Group Agent  and Lender hereby notifies ADT and the Borrower  that pursuant to the requirements of the USA  PATRIOT Act, it is required to obtain, verify and record information that identifies ADT and the  Borrower.  Such information includes the name and address of ADT and the Borrower and other  information that will allow the Administrative Agent, the Collateral Agent, such Group Agent or  such Lender to identify ADT and the Borrower in accordance with the USA PATRIOT Act.  SECTION 12.19.  EU Securitisation Regulation; Information; Indemnity.  (a) EU Securitisation Regulation.  ADT hereby represents, warrants and agrees,  for the benefit of those Credit Parties that are subject to Article 5 of the EU Securitisation  Regulation, on the First Amendment Date until the Final Payout Date that:  (i) ADT, based on the reasonable understanding that it is an originator  for purposes of the EU Securitisation Regulation, shall retain, on an ongoing basis, a  material net economic interest in the Pool Receivables in an amount not less than 5% of  the nominal value of the Pool Receivables in the form of a first loss tranche determined in  accordance with sub-paragraph (d) of Article 6(3) of the EU Securitisation Regulation (as  in effect on the First Amendment Date), which material net economic interest shall be  based on ADT’s direct or indirect ownership of all of the membership interest of the    747634416.3 21671763747634416.9 21671763 132     Borrower, which has the right to receive payments under Section 3.01(d)(ix) (the “Retained  Interest”).   (ii) each of ADT and the Borrower shall not, and shall not permit any  of its Affiliates to, hedge or otherwise mitigate its credit risk under, or associated with the  Retained Interest, or sell, transfer or otherwise surrender all or part of the rights, benefits  or obligations arising from, the Retained Interest, except to the extent permitted under the  EU Securitisation Regulation Rules (as in effect at the relevant time) ;  (iii) ADT shall not change the manner in which it retains or the method  of calculating the Retained Interest, except to the extent permitted under the EU  Securitisation Regulation Rules (as in effect at the relevant time);  (iv) ADT shall provide ongoing confirmation as to the continued  compliance with the foregoing clauses (i) through (iii) above (A) by providing such  confirmation to the Servicer on a monthly basis for inclusion in each Information Package,  (B) promptly following the occurrence of any Event of Termination or Unmatured Event  of Termination and (C) from time to time promptly upon written request by the  Administrative Agent (on behalf of any Credit Party) or any Group Agent (on behalf of  any member of its Group) in connection with any material change in the performance or  the risk characteristics of the Pool Receivables or the transaction contemplated by the  Transaction Documents or any material breach of the Transaction Documents;  (v) ADT shall notify the Administrative Agent and each Group Agent  promptly and in any event within five (5) Business Days of: (A) any change in the identity  of the Person or Persons, if any, through which it is retaining and holding such Retained  Interest or (B) any breach of clause (i) through (iii) above;  (vi) ADT was not established for, and does not operate for, the sole  purpose of securitizing exposures;  (vii) the Originator has complied with the Credit and Collection Policy  in connection with originating the Pool Receivables; and  (viii) each of the Pool Receivables arises under and is governed by a  Contract containing the terms and conditions required by the forms of Eligible Contract  required by this Agreement.  (b) Information.  ADT covenants that it shall provide such additional  information as may reasonably be requested by the Administrative Agent (on behalf of any Credit  Party) or any Group Agent (on behalf of any member of its Group)  for purposes of Article 5 of  the EU Securitisation Regulation (as in effect as of the First Amendment Date) (A) as of the First  Amendment Date, and (B) following the First Amendment Date, solely as regards the provision  of information in the possession or under the control of ADT and to the extent the same is not  subject to a duty of confidentiality (provided that, where any such information is subject to  confidentiality restrictions, ADT shall use reasonable efforts to obtain consent for the disclosure  of such information); provided that neither ADT, the Borrower nor any other party to the  transaction contemplated by this Agreement shall be required to provide any information or  





 






  747634416.3 21671763747634416.9 21671763 133     disclosure for purposes of, or in connection with, Article 7 of the EU Securitisation Regulation, or  to take any other action in accordance with, or in a manner contemplated by, Article 7 of the EU  Securitisation Regulation (or otherwise for purposes of any person’s compliance with Article  5(1)(e) of the EU Securitisation Regulation).   [Signature Pages Follow]    747634416.3 21671763747634416.9 21671763 S-1     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their  respective officers thereunto duly authorized, as of the date first above written.       ADT FINANCE LLC      By: _______________________________________   Name:  Title:              ADT LLC,  in its individual capacity and as the Servicer      By: _______________________________________   Name:  Title:                   747634416.3 21671763747634416.9 21671763 S-2      MIZUHO BANK, LTD.,  as Administrative Agent      By: _______________________________________   Name:    Title:                   MIZUHO BANK, LTD.,  as Group Agent for the Mizuho Group      By: _______________________________________   Name:    Title:                   MIZUHO BANK, LTD.,  as a Lender      By: _______________________________________   Name:    Title:           747634416.3 21671763747634416.9 21671763 S-3      MIZUHO BANK, LTD.,  as Structuring Agent      By: _______________________________________   Name:    Title:             MIZUHO BANK, LTD.,  as Collateral Agent      By: _______________________________________   Name:    Title:          





 






  747634416.3 21671763747634416.9 21671763 Exhibit A-1     EXHIBIT A  Form of Loan Request     [Letterhead of Borrower]  [Date]    Mizuho Bank, Ltd. as Administrative Agent  [Group Agents]  Re: Loan Request  Ladies and Gentlemen:  Reference is hereby made to that certain Receivables Financing Agreement, dated as of  July 16, 2021, among ADT Finance LLC (the “Borrower”), ADT LLC, as Servicer (the  “Servicer”), the Lenders party thereto, the Group Agents party thereto and Mizuho Bank, Ltd., as  Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent,  Structuring Agent and Arranger (as amended, supplemented or otherwise modified from time to  time, the “Agreement”).  Capitalized terms used in this Loan Request and not otherwise defined  herein shall have the meanings assigned thereto in the Agreement.   This letter constitutes a Loan Request pursuant to Section 2.02(a) of the Agreement.  The  Borrower hereby request a Loan in the amount of [$_______] to be made on [_____, 20__], a  Settlement Date (of which $[___] will be funded by the Mizuho Group, and $[___] will be funded  by the [___] Group).  The proceeds of such Loan should be deposited to [Account number], at  [Name, Address and ABA Number of Bank] [and will be applied to pay a purchase price to ADT  LLC as Originator under the Sale Agreement].  After giving effect to such Loan, the Aggregate  Principal will be [$_______].  The Borrower hereby represents and warrants as of the date hereof, and after giving effect  to such Credit Extension, as follows:  (i) each of the representations and warranties contained in this  Agreement and in each other Transaction Document are true and correct on and as of such  date as though made on and as of such date unless such representations and warranties by  their terms refer to an earlier date, in which case they shall be true and correct on and as of  such earlier date;  (ii) no event has occurred or would result from such Credit Extension  that constitutes an Event of Termination or an Unmatured Event of Termination that  remains continuing; and  (iii) no Pool Deficiency Amount (calculated without giving effect to  clause (ii) of the definition thereof) exists or would exist after giving effect to such Credit  Extension and the application of Collections in accordance with Section 3.01(d) of the  Agreement.    747634416.3 21671763747634416.9 21671763 Exhibit A-2     IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized  officer as of the date first above written.  Very truly yours,    ADT FINANCE LLC      By: ________________________________________   Name:  Title:             Exhibit B-1  747634416.3 21671763747634416.9 21671763  EXHIBIT B  [Form of Assignment and Acceptance Agreement]  Dated as of ___________, 20__  Section 1.  Lender Loan Limit assigned: $[_____]  Assignor’s remaining Lender Loan Limit: $[_____]  Principal allocable to Lender Loan Limit assigned: $[_____]  Assignor’s remaining Principal: $[_____]  Interest (if any) allocable to Principal assigned: $[_____]  Interest (if any) allocable to Assignor’s remaining Principal: $[_____]    Section 2.  Effective Date of this Assignment and Acceptance Agreement:   [__________]  Upon execution and delivery of this Assignment and Acceptance Agreement by the  assignee and the assignor and the satisfaction of the other conditions to assignment specified in  Section 12.03(b) of the Agreement (as defined below), from and after the effective date specified  above, the assignee shall become a party to, and, to the extent of the rights and obligations  thereunder being assigned to it pursuant to this Assignment and Acceptance Agreement, shall have  the rights and obligations of a Lender under that certain Receivables Financing Agreement, dated  as of July 16, 2021 among ADT Finance LLC, ADT LLC, in its individual capacity and as  Servicer, the Lenders party thereto, the Group Agents party thereto and Mizuho Bank, Ltd., as  Administrative Agent, Collateral Agent, Structuring Agent and Arranger (as amended,  supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized terms used  and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.  By executing this Assignment and Acceptance Agreement, the assignee hereby covenants  and agrees with each other party to the Agreement that:  (i) until the date that is one year plus one  day after the Commercial Paper Notes or other outstanding senior indebtedness of any Conduit  Lender have been paid in full, it will not institute or cause or participate in the institution of any  Insolvency Proceeding against such Conduit Lender, and (ii) until the date that is one year plus  one day after the Final Payout Date, it will not institute or cause or participate in the institution of  any Insolvency Proceeding against the Borrower.  This covenant shall survive any termination of  the Agreement.  (Signature Pages Follow)     Exhibit B-2  747634416.3 21671763747634416.9 21671763  ASSIGNOR:   [_________]  By:       Name:  Title  ASSIGNEE:        [_________]      By:       Name:  Title:    [Address]          Accepted as of date first above  written:  MIZUHO BANK, LTD.,  as Administrative Agent     By:   Name:  Title:      ADT FINANCE LLC,    as Borrower    By:   Name:  Title:    





 






   Exhibit C-1  747634416.3 21671763747634416.9 21671763  EXHIBIT C  Credit and Collection Policy       Exhibit D  747634416.3 21671763747634416.9 21671763  EXHIBIT D  Form of Information Package     Exhibit E-1  747634416.3 21671763747634416.9 21671763  EXHIBIT E  Form of Compliance Certificate      To: Mizuho Bank, Ltd., as Administrative Agent  This Compliance Certificate is furnished pursuant to that certain Receivables Financing  Agreement, dated as of July 16, 2021 among ADT Finance LLC (the “Borrower”), ADT LLC, in  its individual capacity and as Servicer (the “Servicer”), the Lenders party thereto, the Group  Agents party thereto and Mizuho Bank, Ltd., as Administrative Agent (in such capacity, the  “Administrative Agent”), collateral agent, structuring agent and arranger (as amended,  supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized terms used  herein and not otherwise defined herein shall have the meanings assigned to them in the  Agreement.  THE UNDERSIGNED HEREBY CERTIFIES THAT:  1. I am the duly elected ________________of ADT LLC and ADT Inc. (the  “Parent”).  2. I have reviewed the terms of the Agreement and each of the other Transaction  Documents and I have made, or have caused to be made under my supervision, a detailed review  of the transactions and condition of the Borrower and ADT LLC during the accounting period  covered by the attached financial statements.  3. The examinations described in paragraph 2 above did not disclose, and I have no  knowledge of, the existence of any condition or event which constitutes an Event of Termination  or an Unmatured Event of Termination, as each such term is defined under the Agreement, during  or at the end of the accounting period covered by the attached financial statements or as of the date  of this Certificate [, except as set forth in paragraph 5 below].  4. Schedule I attached hereto sets forth financial statements of the ADT Entities for  the periods referenced on such Schedule I.  [5. Described below are the exceptions, if any, to paragraph 3 above by listing, in  detail, the nature of the condition or event, the period during which it has existed and the action  which the ADT Entities have taken, are taking, or propose to take with respect to each such  condition or event:]        Exhibit E-2  747634416.3 21671763747634416.9 21671763  The foregoing certifications are made and delivered this ______ day of  ___________________, 20___.    ADT LLC    By:   Name:   Title:       ADT INC.    By:   Name:   Title:           





 






  747634416.3 21671763747634416.9 21671763    SCHEDULE I TO COMPLIANCE CERTIFICATE    A. Schedule of Compliance as of ___________________, 20__ with Section(s) ____ of the  Agreement.  Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings  ascribed thereto in the Agreement.  This schedule relates to the month ended: __________________.  B. The following financial statements of the Servicer and its Subsidiaries for the period ending on  ______________, 20__, are attached hereto:    747634416.3 21671763747634416.9 21671763 Exhibit F-1     EXHIBIT F    CLOSING MEMORANDUM           Exhibit G-1-1  747634416.3 21671763747634416.9 21671763    EXHIBIT G-1  Form of Customer-Owned Equipment Contract   Originated on or prior to December 15, 2019            Exhibit G-2-1  747634416.3 21671763747634416.9 21671763  EXHIBIT G-2  Form of Customer-Owned Equipment Contract   Originated after December 15, 2019      





 






    Exhibit G-3-1  747634416.3 21671763747634416.9 21671763  EXHIBIT G-3  Form of Customer-Owned Equipment Contract   Originated after April 17, 2020                Exhibit H-1  747634416.3 21671763747634416.9 21671763  EXHIBIT H  FORM OF PAYDOWN NOTICE  ____________________, 20_____  Mizuho Bank, Ltd. as Administrative Agent      Ladies and Gentlemen:  Reference is hereby made to the Receivables Financing Agreement, dated as of July 16, 2021 (as  amended, restated, supplemented or otherwise modified from time to time, the “Receivables  Financing Agreement”), among ADT FINANCE LLC, as Borrower (“Borrower”), ADT LLC., in  its individual capacity and as Servicer, the various Lenders and Group Agents from time to time  party thereto, and Mizuho Bank, Ltd., as collateral agent, administrative agent, arranger and  structuring agent.  Capitalized terms used in this notice and not otherwise defined herein shall have  the meanings assigned thereto in the Receivables Financing Agreement.  This letter constitutes a notice of the Borrower’s optional reduction of the Aggregate Principal  pursuant to Section 3.03 of the Receivables Financing Agreement.  The Borrower desires to reduce  the Lenders’ Principal on [SPECIFY PAYMENT DATE], _____1 by $____________________2.   Subsequent to such reduction, the Aggregate Principal will be $________________.       1Notice must be given at least five (5) Business Days prior to the requested date of such reduction.  The Borrower  shall use reasonable efforts to choose a reduction amount, and the date of commencement thereof, so that such  reduction shall commence and conclude in the same Settlement Period.  2Such reduction shall not be less than $5,000,000 and shall be in integral multiples of $100,000 in excess thereof.      Exhibit H-2  747634416.3 21671763747634416.9 21671763  IN WITNESS WHEREOF, the undersigned has caused this paydown notice to be executed by its  duly authorized officer as of the date first above written.  ADT LLC, on behalf of the Borrower      By:    Name:    Title:         Schedule I-1  747634416.3 21671763747634416.9 21671763  SCHEDULE I  Loan Limits    Mizuho Group   Group Loan Limit:   $200,000,000  Party Capacity Lender Loan Limit  Mizuho Lender $200,000,000  Mizuho  Group Agent N/A      MUFG Group  Group Loan Limit:   $100,000,000  Party Capacity Lender Loan Limit  MUFG Bank, Ltd. Lender $100,000,000  MUFG Bank, Ltd. Group Agent N/A          BNPP Group  Group Loan Limit:   $100,000,000  Party Capacity Lender Loan Limit  Starbird Funding Corporation  and BNP Paribas (collectively)  Lenders $100,000,000  BNP Paribas Group Agent N/A    The CP Rate with respect to Starbird Funding Corporation shall be the Bank Rate.        





 






   Schedule II-1  747634416.3 21671763747634416.9 21671763  SCHEDULE II    LOCK-BOX AND ACCOUNT INFORMATION    COLLECTION ACCOUNT INFORMATION    PAYMENT ACCOUNT INFORMATION     Schedule III-1  747634416.3 21671763747634416.9 21671763  SCHEDULE III  Notice Addresses            Schedule IV-1  747634416.3 21671763747634416.9 21671763  SCHEDULE IV  UCC INFORMATION          747634416.3 21671763747634416.9 21671763    Schedule V-1     SCHEDULE V   Advance Rate Matrix        Advance Rate(1)          Remaining Term(2)  Tier 1-3 or CCTV  w/ Credit Check  Tier 1-3 or CCTV  wo/ Credit Check(3)  Burglar Alarm w/  Credit Check  Burglar Alarm wo/  Credit Check(3)  60 71.5582.79%     69.24%     59 72.1483.02% 69.67%  58 72.7383.26% 70.10%  57 73.3283.50% 70.52%  56 73.9083.74% 70.95%  55 74.4983.98% 71.38%  54 75.0884.22% 71.81%  53 75.6784.46% 72.23%  52 76.2584.70% 72.66%  51 76.8484.94% 73.09%  50 77.4385.18% 73.51%  49 78.0285.42% 73.94%  48 78.6085.65% 74.37%  47 79.1985.89% 74.80%  46 79.7886.13% 75.22%  45 80.3786.37% 75.65%  44 80.9586.61% 76.08%  43 81.5486.85% 76.50%  42 82.1387.09% 76.93%  41 82.7287.33% 77.36%  40 83.3087.57% 77.79%  39 83.8987.81% 78.21%  38 84.4888.05% 78.64%  37 85.0788.28% 79.07%  36 85.6788.52% 69.59% 84.2979.49% 64.64%  35 85.7088.55% 69.65% 84.3979.51% 64.77%  34 85.7488.59% 69.72% 84.4879.54% 64.90%  33 85.7988.64% 69.78% 84.5679.58% 65.06%  32 85.8388.71% 69.86% 84.6779.66% 65.20%  31 85.8888.80% 70.01% 85.2279.74% 65.44%  30 86.2488.90% 71.01% 85.6179.83% 66.63%  29 86.6189.04% 72.01% 86.0079.96% 67.81%  28 86.9789.20% 73.01% 86.3980.08% 68.99%  27 87.3489.40% 74.01% 86.7880.28% 70.17%  26 87.7089.60% 75.01% 87.1780.46% 71.36%  





 






  747634416.3 21671763747634416.9 21671763    Schedule V-2     Advance Rate(1)          Remaining Term(2)  Tier 1-3 or CCTV  w/ Credit Check  Tier 1-3 or CCTV  wo/ Credit Check(3)  Burglar Alarm w/  Credit Check  Burglar Alarm wo/  Credit Check(3)  25 88.0789.84% 76.00% 87.5680.76% 72.54%  24 88.4390.10% 77.00% 87.9681.03% 73.72%  23 88.8090.37% 78.00% 88.3581.39% 74.90%  22 89.1690.69% 79.00% 88.7481.80% 76.08%  21 89.5391.05% 80.00% 89.1382.30% 77.27%  20 89.8991.47% 81.00% 89.5282.77% 78.45%  19 90.2691.86% 82.00% 89.9183.33% 79.63%  18 90.6292.38% 83.00% 90.3083.99% 80.81%  17 90.9992.80% 84.00% 90.7084.61% 82.00%  16 91.3593.26% 85.00% 91.0985.25% 83.18%  15 91.7293.78% 86.00% 91.4886.04% 84.36%  14 92.0894.28% 87.00% 91.8787.08% 85.54%  13 92.4594.85% 88.00% 92.2688.15% 86.72%  12 92.8195.00% 89.00% 92.6589.49% 87.91%  11 93.1895.00% 90.00% 93.0490.56% 89.09%  10 93.5495.00% 91.00% 93.4391.88% 90.27%  9 93.9195.00% 92.00% 93.8393.48% 91.45%  8 94.2795.00% 93.00% 94.2295.00% 92.64%  7 94.6495.00% 94.00% 94.6195.00% 93.82%  6 95.00% 95.00% 95.00% 95.00%  5 95.00% 95.00% 95.00% 95.00%  4 95.00% 95.00% 95.00% 95.00%  3 95.00% 95.00% 95.00% 95.00%  2 95.00% 95.00% 95.00% 95.00%  1 95.00% 95.00% 95.00% 95.00%      (1) Subject to 85% maximum advance rate in aggregate      (2) The number of remaining installments at the time such Eligible Receivable is acquired by the  Borrower    (3) Any Eligible Receivable with an ADT Credit Score “N”, “X”, or “Y”, or that has not been the Obligor  under a Delinquent Receivable during the twelve (12) months immediately preceding the date of Loan   but does not have a minimum  Telco98 score of 625 or an ADT Credit Score of “A”, “B” or “C”, shall be  deemed to be  “wo/ Credit Check”  740144827 21671763                Summary report:   Litera Compare for Word 11.2.0.54 Document comparison done on  7/7/2022 2:09:35 PM  Style name: Default Style  Intelligent Table Comparison: Active  Original DMS: iw://AMEDMS/AMECURRENT/747634416/3  Modified DMS: iw://AMEDMS/AMECURRENT/747634416/9  Changes:   Add  384  Delete  392  Move From 0  Move To 0  Table Insert 0  Table Delete 0  Table moves to 0  Table moves from 0  Embedded Graphics (Visio, ChemDraw, Images etc.) 0  Embedded Excel  0  Format changes 0  Total Changes:  776