Notice of Termination Event, Potential Termination Event or Master Servicer Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Master Servicer Default, unless the Administrative Agent has received written notice from a Funding Agent, an Investor, the Master Servicer or the SPV referring to this Agreement, describing such Potential Termination Event, Termination Event or Master Servicer Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or “Notice of Master Servicer Default,” as applicable. The Administrative Agent will notify the Investors and the Funding Agents of its receipt of any such notice. The Administrative Agent shall (subject to Section 10.4) take such action with respect to such Potential Termination Event, Termination Event or Master Servicer Default as may be requested by the Majority Investors (except as otherwise explicitly set forth herein), provided, however, that, unless and until the Administrative Agent shall have received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination Event or Master Servicer Default as it shall deem advisable or in the best interest of the Investors.
Appears in 11 contracts
Samples: Transfer and Administration Agreement (Arrow Electronics, Inc.), Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)
Notice of Termination Event, Potential Termination Event or Master Servicer Default. The Administrative Neither the Agent nor any Managing Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Master Servicer Default, unless the Administrative Agent it has received written notice from a Funding Agent, an Investor, the Master Servicer Investor or the SPV referring to this Agreement, describing such Potential Termination Event, Termination Event or Master Servicer Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or “Notice of Master Servicer Default,” as applicable. The Administrative Each Managing Agent will notify the Investors and the Funding Agents in its Investor Group of its receipt of any such notice. The Administrative Agent and each Managing Agent shall (subject to Section 10.4) take such action with respect to such Potential Termination Event, Termination Event or Master Servicer Default as may be requested by the Majority Managing Agents (or its Investors (except as otherwise explicitly set forth hereinin its Investor Group), provided, however, provided that, unless and until the Administrative Agent shall have received any such request, the Administrative Agent (or Managing Agent) may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination Event or Master Servicer Default as it shall deem advisable or in the best interest of the Secured Parties or Investors, as applicable.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Valvoline Inc), Transfer and Administration Agreement (Ashland Inc.)