Successor Notice; Servicer Transfer Events. Upon MascoTech's receipt of a notice from the Administrative Agent of the Administrative Agent's designation, on the Purchaser's behalf, of a new Master Servicer (a "Successor Notice"), MascoTech agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the performance of such activities to the new Master Servicer, and the Administrative Agent (or its designee) shall assume each and all of MascoTech's obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and MascoTech shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without limiting the foregoing, MascoTech agrees, at its expense, to take all actions necessary to provide the new Master Servicer with access to all computer software necessary or useful in collecting, billing or maintaining records with respect to the Receivables. The Administrative Agent agrees not to give MascoTech a Successor Notice until after the occurrence and during the continuance of any Liquidation Event or Credit Event (any such event being herein called a "Servicer Transfer Event"), in which case such Successor Notice may be given at any time in the Administrative Agent's discretion. If MascoTech disputes the occurrence of a Servicer Transfer Event, MascoTech may take appropriate action to resolve such dispute; provided that MascoTech must terminate its activities hereunder as Master Servicer and allow the newly designated Master Servicer to perform such activities on the date provided by the Administrative Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if the Administrative Agent, on the Purchaser's behalf, reasonably determines, in good faith, that such termination is necessary or advisable to protect the Purchaser's interests hereunder.
Successor Notice; Servicer Transfer Events. Upon Parent's receipt of notice from the Administrator of the Administrator's designation of a new Servicer (a "Successor Notice"), Parent agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer shall assume each and all of Parent's obligations to service and administer such Pool Receivables, on the terms and subject to the conditions herein set forth, and Parent shall use its best efforts to assist the new Servicer in assuming such obligations. The Administrator agrees not to give Parent a Successor Notice until after the occurrence of a Liquidation Event (any such Liquidation Event being herein called a "Servicer Transfer Event"), in which case such Successor Notice may be given at any time in the Administrator's discretion.
Successor Notice; Servicer Transfer Events. Upon Quest Diagnostics’ receipt of a notice from all of the Co-Agents following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice”), Quest Diagnostics agrees that it will terminate its activities as Servicer hereunder in a manner that will facilitate the transition of the performance of such activities to the new Servicer, and, after agreeing in writing to be bound by the terms of this Agreement (including, without limitation, the provisions of Section 14.14), the Co-Agents’ designee shall assume each and all of Quest Diagnostics’ obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Quest Diagnostics shall use its reasonable best efforts to assist the Co-Agents’ designee in assuming such obligations. Without limiting the foregoing, Quest Diagnostics agrees, at its expense, to take all actions necessary to provide the new Servicer with access to all computer software necessary to generate reports useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. If Quest Diagnostics disputes the occurrence of a Servicer Transfer Event, Quest Diagnostics may take appropriate action to resolve such dispute; provided that Quest Diagnostics must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date specified by the Co-Agents as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if all of the Co-Agents reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ interests hereunder.
Successor Notice; Servicer Transfer Events. Upon Seller’s receipt of a notice from the Agent following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice”), Seller agrees that it will terminate its activities as Servicer hereunder in a manner that will facilitate the transition of the performance of such activities to the new Servicer, and the Agent (or the designee of the Agent) shall assume each and all of Seller’s obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Seller shall use its reasonable best efforts to assist the Agent (or the Agent’s designee) in assuming such obligations. Without limiting the foregoing, Seller agrees, at its expense, to take all actions necessary to provide the new Servicer with access to all computer software necessary to generate reports useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. If Seller disputes the occurrence of a Servicer Transfer Event, Seller may take appropriate action to resolve such dispute; provided that Seller must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date specified by the Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if the Agent reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ interests hereunder.
Successor Notice; Servicer Transfer Events. Upon KBK's receipt of a notice from the Administrator or Relationship Bank of the Administrator's or Relationship Bank's designation of a new Servicer (a "SUCCESSOR NOTICE"), KBK agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer (which may be the Administrator at the Administrator's option) shall assume each and all of KBK's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and KBK shall use its best efforts to assist the new Servicer in assuming such obligations. The Administrator and Relationship Bank agree not to give KBK a Successor Notice until after the occurrence of any Liquidation Event (any such Liquidation Event being herein called a "SERVICER TRANSFER EVENT"), in which case such Successor Notice may be given at any time in the Administrator's or the Relationship Bank's discretion. If KBK disputes the occurrence of a Servicer Transfer Event, KBK may take appropriate action to resolve such dispute; PROVIDED that KBK must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrator or Relationship Bank as described above (including the use of any program used by the Servicer in servicing the Receivables), notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute.
Successor Notice; Servicer Transfer Events. Upon LOL’s receipt of notice from the Administrator of the Administrator’s designation of a new Servicer (a “Successor Notice”), LOL agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer shall assume each and all of LOL’s obligations to service and administer such Pool Receivables, on the terms and subject to the conditions herein set forth, and LOL and each of the Sub-Servicers shall use its best efforts to assist the new Servicer in assuming such obligations. The Administrator agrees not to give LOL a Successor Notice until after the occurrence and during the continuance of a Servicer Default or a Termination Event (any such Servicer Default or Termination Event being herein called a “Servicer Transfer Event”), in which case such Successor Notice may be given at any time in the Administrator’s discretion. Any successor Servicer designated by the Administrator pursuant to this Section 8.1 must be either: (1) CoBank or an Affiliate; (2) a recognized commercial entity that regularly engages in the business of accounts receivable collections and servicing on a fee basis or (3) so long as LOL does not object for substantial substantive commercial reasons, any other Person named by CoBank.
Successor Notice; Servicer Transfer Events. Upon APR's receipt of a notice from the Administrator or Relationship Bank of the Administrator's or Relationship Bank's designation of the Backup Servicer as the Servicer or any other Person acceptable to the Administrator and the Relationship Bank (a "Successor Notice"), APR agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator and the Relationship Bank believes will facilitate the transition of the performance of such activities to the new Servicer, and such new Servicer shall assume each and all of APR's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and APR shall use its best efforts to assist the Administrator and the Relationship Bank (or their designee) in assuming such obligations. The Administrator and Relationship Bank agree not to give APR a Successor Notice until after the occurrence of any Liquidation Event (any such Liquidation Event being herein called a "Servicer Transfer Event"), in which case such Successor Notice may be given at any time in the Administrator's or the Relationship Bank's discretion. If APR disputes the occurrence of a Servicer Transfer Event, APR may take appropriate action to resolve such dispute; provided that APR must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrator or Relationship Bank as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute.
Successor Notice; Servicer Transfer Events. Upon SCI's receipt of a notice from the Administrative Agent of the Administrative Agent's designation of a new Servicer (a "Successor Notice"), SCI agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the performance of such activities to the new Servicer, and the Administrative Agent (or, its designee) shall assume each and all of SCI's said obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and SCI shall use its reasonable efforts to assist the Administrative Agent (or its designee) in assuming such obligations. From and after the acceptance by a new Servicer of its appointment as Servicer hereunder, the prior Servicer shall be released from its obligations as Servicer under this Agreement, other than its obligations set forth in the previous sentence. The Administrative Agent agrees not to give SCI a Successor Notice until after the occurrence and during the continuance of any Termination Event (any such Termination Event or other event being herein called a "Servicer Transfer Event"), in which case such Successor Notice may be given at any time in the Administrative Agent's discretion. If SCI disputes the occurrence of a Servicer Transfer Event, SCI may take appropriate action to resolve such dispute; provided that SCI must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrative Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute.
Successor Notice; Servicer Transfer Events. Upon UPAC's receipt of a notice from the Agent of the Agent's designation of the Backup Servicer or any other Person acceptable to the Agent as Servicer (a "Successor Notice"), UPAC agrees that it will terminate its activities as Servicer hereunder in a manner that the Agent believes will facilitate the transition of the performance of such activities to the new Servicer, and such new Servicer shall assume each and all of UPAC's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and UPAC shall use its best efforts to assist the Agent (or its designee) in assuming such obligations. The Agent agrees not to give UPAC a Successor Notice until after the occurrence of any Liquidation Event (any such Liquidation Event being herein called a "Servicer Transfer Event"), in which case such Successor Notice may be given at any time in the Agent's discretion. If UPAC disputes the occurrence of a Servicer Transfer Event, UPAC may take appropriate action to resolve such dispute; provided that UPAC must terminate its activities
Successor Notice; Servicer Transfer Events. Upon Feed's receipt of notice from the Administrator of the Administrator's designation of a new Servicer (a "Successor Notice"), Feed agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer shall assume each and all of Feed's obligations to service and administer such Pool Receivables, on the terms and subject to the conditions herein set forth, and Feed and each of the Sub-Servicers shall use its best efforts to assist the new Servicer in assuming such obligations. The Administrator agrees not to give Feed a
