Common use of Successor Notice; Servicer Transfer Events Clause in Contracts

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 MascoTechSCI's receipt of a notice from the Administrative Agent (given at the direction of all Bank Purchasers) of the Administrative Agent's designation, on the Purchaser's behalf, designation of a new Master Servicer, which new Servicer shall have been approved by all 38 Bank Purchasers (a "Successor Notice"), MascoTech SCI 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 MascoTechSCI's said obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech SCI shall use its best reasonable efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without limiting From and after the foregoingacceptance by a new Servicer of its appointment as Servicer hereunder, MascoTech agreesthe prior Servicer shall be released from its obligations as Servicer under this Agreement, at other than its expense, to take all actions necessary to provide obligations set forth in the new Master Servicer with access to all computer software necessary or useful in collecting, billing or maintaining records with respect to the Receivablesprevious sentence. The Administrative Agent agrees not to give MascoTech SCI a Successor Notice until after the occurrence and during the continuance of any Liquidation Event or Credit 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 at the Administrative Agent's discretiondirection of all Bank Purchasers. If MascoTech SCI disputes the occurrence of a Servicer Transfer Event, MascoTech SCI may take appropriate action to resolve such dispute; provided that MascoTech SCI 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 MascoTech's Lanixx Xxxlections' receipt of a notice from the Administrative Agent both Co-Agents of the Administrative Agent's designation, on the Purchaser's behalf, designation of a new Master Servicer (a "Successor Notice"), MascoTech Lanixx Xxxlections 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 designeethe designee of the Co-Agents) shall assume each and all of MascoTech's Lanixx Xxxlections' obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech Lanixx Xxxlections shall use its best efforts to assist the Administrative Agent (or its designeethe designee of the Co-Agents) in assuming such obligations. Without limiting the foregoing, MascoTech Lanixx Xxxlections 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 collectingcollecting or billing Receivables, solely for use in collecting and billing or maintaining records with respect to the Receivables. The Administrative Agent agrees Co-Agents agree not to give MascoTech Lanixx Xxxlections a Successor Notice until after the occurrence and during the continuance of (i) replacement of Lanixx Xxxlections as servicer under the Trade Receivables Documents, (ii) any Liquidation Event (including, without limitation, a Servicer Default) or Credit (iii) any Lanixx Xxxdit Event (any such event in the foregoing clauses (i), (ii) and (iii) being herein called a "Servicer Transfer Event"), in which case such Successor Notice may be given at any time in the Administrative Agent's Co-Agents' discretion. If MascoTech Lanixx Xxxlections disputes the occurrence of a Servicer Transfer Event, MascoTech Lanixx Xxxlections may take appropriate action to resolve such dispute; provided that MascoTech Lanixx Xxxlections 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 Co-Agents 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, Co-Agents reasonably determinesdetermine, in good faith, that such termination is necessary or advisable to protect the Purchaser's Secured Parties' interests hereunder.

Successor Notice; Servicer Transfer Events. Upon MascoTechSCI's receipt of a notice from the Administrative Agent (given at the direction of all Bank Purchasers) of the Administrative Agent's designation, on the Purchaser's behalf, designation of a new Master Servicer, which new Servicer shall have been approved by all Bank Purchasers (a "Successor Notice"), MascoTech SCI 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 MascoTechSCI's said obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech SCI shall use its best reasonable efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without limiting From and after the foregoingacceptance by a new Servicer of its appointment as Servicer hereunder, MascoTech agreesthe prior Servicer shall be released from its obligations as Servicer under this Agreement, at other than its expense, to take all actions necessary to provide obligations set forth in the new Master Servicer with access to all computer software necessary or useful in collecting, billing or maintaining records with respect to the Receivablesprevious sentence. The Administrative Agent agrees not to give MascoTech SCI a Successor Notice until after the occurrence and during the continuance of any Liquidation Event or Credit 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 at the Administrative Agent's discretiondirection of all Bank Purchasers. If MascoTech SCI disputes the occurrence of a Servicer Transfer Event, MascoTech SCI may take appropriate action to resolve such dispute; provided that MascoTech SCI 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 MascoTech----------------------------------------- AnnTaylor's receipt of a notice from the Administrative Agent Administrator of the Administrative AgentAdministrator's designation, on the Purchaser's behalf, designation of a new Master Servicer (a "Successor --------- Notice"), MascoTech AnnTaylor agrees that it will terminate its activities ------ as Master Servicer hereunder in a manner that the Administrative Agent Administrator believes will facilitate the transition of the performance of such activities to the new Master Servicer, and the Administrative Agent Administrator (or its designee) shall assume each and all of MascoTechAnnTaylor's obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech AnnTaylor shall use its best efforts to assist the Administrative Agent Administrator (or its designee) in assuming such obligations. Without limiting , including, without limitation, by allowing the foregoing, MascoTech agrees, at Administrator (or its expense, to take all actions necessary to provide the new Master Servicer with designee) access to all computer software necessary or useful in collecting, billing or maintaining records with respect and programs used by AnnTaylor to service the Pool Receivables. The Administrative Agent Administrator agrees not to give MascoTech AnnTaylor a Successor Notice until after the occurrence and only during the continuance of any Liquidation Event or Credit Event of Default (any such event Event of Default being herein called a "Servicer Transfer Event"), in which case ----------------------- such Successor Notice may be given at any time in the Administrative AgentAdministrator's discretion. If MascoTech AnnTaylor disputes the occurrence of a Servicer Transfer Event, MascoTech AnnTaylor may take appropriate action to resolve such dispute; dispute provided that MascoTech AnnTaylor 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 Administrator 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 MascoTech's receipt by a Servicer of a notice from the Administrative Agent of the Administrative Agent's designation, on ’s designation at the Purchaser's behalfdirection of the Agents, of a new Master Servicer (a "“Successor Notice"”), MascoTech each Servicer agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Administrative Agent Agents 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 such terminated Servicer’s obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech each Servicer shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without limiting the foregoing, MascoTech agrees, each Servicer agrees at its their joint and several 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 ’s discretion. If MascoTech any Servicer disputes the occurrence of a Servicer Transfer Event, MascoTech such Servicer may take appropriate action to resolve such dispute; provided that MascoTech such Servicer 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 at the Purchaser's behalfdirection of the Agents, reasonably determines, in good faith, that such termination is necessary or advisable to protect the Purchaser's Purchasers’ interests hereunder.

Successor Notice; Servicer Transfer Events. Upon MascoTech's Xxxxxx Collections’ receipt of a notice from the Administrative Agent Administrator of the Administrative Agent's Administrator’s designation, on behalf of the Purchaser's behalfSecured Parties, of a new Master Servicer (a "“Successor Notice"”), MascoTech Xxxxxx Collections agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Administrative Agent Administrator believes will facilitate the transition of the performance of such activities to the new Master Servicer, and the Administrative Agent Administrator (or its designee) shall assume each and all of MascoTech's Xxxxxx Collections’ obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech Xxxxxx Collections shall use its best efforts to assist the Administrative Agent Administrator (or its designee) in assuming such obligations. Without limiting the foregoing, MascoTech Xxxxxx Collections 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 collectingcollecting or billing Receivables, solely for use in collecting and billing or maintaining records with respect to the Receivables. The Administrative Agent Administrator agrees not to give MascoTech Xxxxxx Collections a Successor Notice until after the occurrence and during the continuance of any Liquidation Event or Xxxxxx Collections 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 Administrator’s discretion. If MascoTech Xxxxxx Collections disputes the occurrence of a Servicer Transfer Event, MascoTech Xxxxxx Collections may take appropriate action to resolve such dispute; provided that MascoTech Xxxxxx Collections 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 Administrator as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if the Administrative AgentAdministrator, on behalf of the Purchaser's behalfSecured Parties, reasonably determines, in good faith, that such termination is necessary or advisable to protect the Purchaser's Secured Parties’ interests hereunder.. 34

Successor Notice; Servicer Transfer Events. Upon MascoTech's Cadmus' 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 NoticeSUCCESSOR NOTICE"), MascoTech Cadmus 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 Cadmus' obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech Cadmus shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without limiting the foregoing, MascoTech Cadmus 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 collectingcollecting or billing Receivables, solely for use in collecting and billing or maintaining records with respect to the Receivables. The Administrative Agent agrees not to give MascoTech Cadmus 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 EventSERVICER TRANSFER EVENT"), in which case such Successor Notice may be given at any time in the Administrative Agent's discretion. If MascoTech Cadmus disputes the occurrence of a Servicer Transfer Event, MascoTech Cadmus may take appropriate action to resolve such dispute; provided that MascoTech PROVIDED THAT Cadmus 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 MascoTechCityside's ------------------------------------------ receipt of a notice from the Administrative Agent Administrator, Relationship Bank or Subordinated Purchaser of the Administrative AgentAdministrator's, Relationship Bank's designation, on the or Subordinated Purchaser's behalf, designation of a new Master Servicer (a "Successor --------- Notice"), MascoTech Cityside agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Administrative Agent Administrator and the Relationship Bank believes will facilitate the transition of the performance of such activities to the new Master Servicer, and the Administrative Agent Administrator (or its designee) shall assume each and all of MascoTechCityside's obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech Seller and Cityside shall use its their best efforts to assist the Administrative Agent new Servicer (or its designee) in assuming such obligations. Without limiting The Administrator, Relationship Bank and 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 Subordinated Purchaser agree not to give MascoTech Cityside a Successor Notice until after the occurrence and during the continuance of any a Liquidation Event or Credit Event any event which, in the reasonable opinion of the Administrator, the Relationship Bank or Subordinated Purchaser, could have a material adverse effect on Cityside's ability to perform its obligations as Servicer hereunder (any such Liquidation Event or other event being herein called a "Servicer Transfer Event"), in which case such Successor ----------------------- Notice may be given at -49- any time in the Administrative AgentAdministrator's, the Relationship Bank's or the Subordinated Purchaser's discretion. If MascoTech Cityside disputes the occurrence of a Servicer Transfer Event, MascoTech Cityside may take appropriate action to resolve such dispute; provided that MascoTech Cityside 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 Administrator, Relationship Bank or Subordinated Purchaser 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 MascoTech's receipt by a Servicer 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 each Servicer 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 MascoTechsuch terminated Servicer's obligations to service and administer the Pool such Receivables, on the terms and subject to the conditions herein set forth, and MascoTech each Servicer shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without limiting the foregoing, MascoTech agrees, each Servicer agrees at its their joint and several 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 any Servicer disputes the occurrence of a Servicer Transfer Event, MascoTech such Servicer may take appropriate action to resolve such dispute; provided that MascoTech such Servicer 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.