Successor Notice. In the event that an Event of Termination or Non-Reinvestment Event has occurred and is continuing, upon the written direction of the Required Purchasers or the Administrative Agents acting jointly, the Collateral Agent shall, by notice to Sprint Spectrum and Sellers, immediately designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”) which such successor shall not be a Competitor and shall be selected by the Administrative Agents acting jointly; it being understood and agreed that, in any event, any Administrative Agent may (but shall not be obligated to) serve as successor Servicer. Upon receipt of a Successor Notice, Sprint Spectrum agrees that it shall terminate its activities as the Servicer hereunder in a manner that the Administrative Agents reasonably believe will facilitate the transition of the performance of such activities to the successor Servicer, and successor Servicer shall assume each and all of Sprint Spectrum’s obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and Sprint Spectrum shall use commercially reasonable efforts to assist such successor Servicer in assuming such obligations. The Collateral Agent shall not give, and the Administrative Agents and the Purchasers shall not instruct the Collateral Agent to give, Sprint Spectrum a Successor Notice except after the occurrence of any Event of Termination or Non-Reinvestment Event that remains continuing.
Successor Notice. In the event that a Servicer Termination Event has occurred and has not been waived in accordance with this Agreement, Administrative Agent (with the consent of, or at the direction of, the Required Purchasers) shall have the right, upon not less than five (5) Business Days’ notice to CHS and Seller, to designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”). Upon effectiveness of a Successor Notice, CHS agrees that it shall terminate its activities as Servicer hereunder in a manner that Administrative Agent reasonably believes will facilitate the transition of the performance of such activities to the successor Servicer, and such successor Servicer shall assume each and all of CHS’s obligations to service and administer the Pool Assets, on the terms and subject to the conditions herein set forth, and CHS shall use commercially reasonable efforts to assist such successor Servicer in assuming such obligations.
Successor Notice. In the event that a Master Servicer Termination Event has occurred and has not been waived in accordance with this Agreement, Administrative Agent shall have the right, upon notice 10 Business Days’ notice to CHR and Seller, to immediately designate a successor Master Servicer pursuant to the terms hereof (a “Successor Notice”). Upon receipt of a Successor Notice, CHR agrees that it shall terminate its activities as Master Servicer hereunder in a manner that Administrative Agent reasonably believes will facilitate the transition of the performance of such activities to the successor Master Servicer, and Administrative Agent (or its designee) shall assume each and all of CHR’s obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and CHR shall use commercially reasonable efforts to assist Administrative Agent (or its designee) in assuming such obligations. Such cooperation shall include access to and transfer of records and use by the new Master Servicer of all records, licenses, hardware or software necessary or desirable to collect the Receivables and the Related Assets. Administrative Agent agrees not to give CHR a Successor Notice except after the occurrence of any Master Servicer Termination Event that has not been waived in accordance with this Agreement.
Successor Notice. SERVICER TRANSFER EVENT. Upon Wackenhut's receipt of a notice from the Agent of the Agent's designation of a new Servicer (a "SUCCESSOR NOTICE"), Wackenhut agrees that it will terminate its activities as Servicer hereunder in a manner that the Agent reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the Agent (or its designee) shall assume, until a new Servicer is appointed or designated, each and all of Wackenhut's said obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Wackenhut shall use its best efforts to assist the Agent (or its designee) in assuming such obligations. The Agent will not give Wackenhut a Successor Notice until after the occurrence of any Termination Event listed in any of clauses (A), (E), (F), (G), (H), (I), (1) or (K) of SECTION 10.1 or any event which, in the reasonable opinion of the Agent, could have a material adverse effect on Wackenhut's ability to perform its obligations as Servicer hereunder (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 Agent's discretion. If Wackenhut disputes the occurrence of a Servicer Transfer Event, Wackenhut may take appropriate action to resolve such dispute; PROVIDED that Wackenhut must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute. The Agent may at any time after the occurrence of a Servicer Transfer Event designate any other Person as successor Servicer hereunder. If at any time the Agent shall be servicing hereunder, upon the transfer of servicing by the Agent to any successor Servicer, the Agent shall no longer perform the duties of Servicer and shall have no further obligations or liabilities whatsoever in respect thereof.
Successor Notice. Upon LINC's receipt of a Successor ----------------- Notice, LINC agrees that it will terminate its activities as Servicer hereunder in a manner so as to facilitate the transition of the performance of such activities to the new Servicer, and the Agent (or its designee) shall assume each and all of LINC's obligations hereunder to service and administer the Contracts, on the terms and subject to the conditions herein set forth and LINC shall use its reasonable efforts to assist the Agent (or its designee) in assuming such obligations.
Successor Notice. In the event that an Event of Default that has not been waived in accordance with the terms of this Agreement has occurred, Agent may, or at the direction of the Required Purchaser Agents shall, upon five (5) Business Days’ notice to MPI and Seller, to designate a new Servicer pursuant to the terms hereof (a “Successor Notice”). Upon receipt of a Successor Notice, MPI agrees that it shall terminate its activities as Servicer hereunder in a manner that Agent reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer (which may be the Agent, any Purchaser Agent or their designee) shall assume each and all of MPI’s obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and MPI shall use best efforts to assist the new Servicer in assuming such obligations. Agent agrees not to give MPI a Successor Notice except after the occurrence of an Event of Default that has not been waived in accordance with the terms of this Agreement. The new Servicer shall sign an agreement, acceptable to the Agent and each Purchaser Agent, agreeing to be bound by the terms hereof as if such entity was a party hereto.
Successor Notice. SERVICER TRANSFER EVENTS Upon PCC's receipt of a notice from the Agent following a Servicer Transfer Event of the designation of a new Servicer (a "SUCCESSOR NOTICE"), PCC 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 PCC's obligations to service and administer the Receivables, on the terms and subject to the conditions herein set forth, and PCC shall use its reasonable best efforts to assist the Agent (or the Agent's designee) in assuming such obligations. Without limiting the foregoing, PCC 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 PCC disputes the occurrence of a Servicer Transfer Event, PCC may take appropriate action to resolve such dispute; provided that PCC 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 determine, in good faith, that such termination is necessary or advisable to protect the Secured Parties' interests hereunder.
Successor Notice. IN THE EVENT THAT AN EVENT OF TERMINATION HAS OCCURRED AND IS CONTINUING, UPON THE WRITTEN DIRECTION OF THE REQUIRED PURCHASERS OR THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT SHALL, BY NOTICE TO ADT AND THE SK 28677 0004 8494650 v112 SELLER, 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 PURCHASERS (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED); IT BEING UNDERSTOOD AND AGREED THAT, IN ANY EVENT, THE ADMINISTRATIVE AGENT, WITH THE WRITTEN CONSENT OF THE REQUIRED PURCHASERS (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), MAY (BUT SHALL NOT BE OBLIGATED TO) SERVE AS SUCCESSOR SERVICER. UPON RECEIPT OF A SUCCESSOR NOTICE, ADT AGREES THAT IT SHALL TERMINATE ITS ACTIVITIES AS THE SERVICER HEREUNDER IN A MANNER THAT THE ADMINISTRATIVE AGENT DETERMINES WILL FACILITATE THE TRANSITION OF THE PERFORMANCE OF SUCH ACTIVITIES TO THE SUCCESSOR SERVICER, AND 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 PURCHASERS SHALL NOT INSTRUCT THE COLLATERAL AGENT TO GIVE, ADT A SUCCESSOR NOTICE EXCEPT AFTER THE OCCURRENCE OF ANY EVENT OF TERMINATION THAT REMAINS CONTINUING.
Successor Notice. Upon Terra Capital's receipt of a notice from the Administrative Agent of the Administrative Agent's designation of a new Servicer (a "Successor Notice") Terra Capital agrees that it will terminate its activities as Servicer hereunder in a manner which 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 Terra Capital's said obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth and Terra Capital shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. If Terra Capital disputes the occurrence of a Servicer Transfer Event, Terra Capital may take appropriate action to resolve such dispute; provided that Terra Capital 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 the occurrence and during the continuance of a Liquidation Event, the Administrator may (with the prior written consent of the Insurer, such consent not to be unreasonably withheld), by written notice to WestPoint (a "Successor Notice"), designate a new Servicer (a "Servicer Transfer Event"); provided that, unless otherwise agreed by the Insurer, any such new Servicer shall have agreed to be bound by the terms of the Insurance Policy. Upon WestPoint's receipt of a Successor Notice, WestPoint 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 Administrator (or its designee) shall assume each and all of WestPoint's obligations to service and administer the Pool Receivables, on the terms and subject to the conditions herein set forth, and WestPoint shall use its best efforts to assist the Administrator (or its designee) in assuming such obligations. Without limiting the foregoing, each of WestPoint and Transferor agrees, at its expense, to use its best efforts to provide the new Servicer with access (including, to the extent necessary licenses, sub-licenses and/or assignments of contracts), whether or not at the offices and properties of WestPoint, to all computer software (including its servicing software, NMC, and its claims software, CHICOR), necessary or useful in collecting or billing Receivables, solely for use in collecting and billing Pool Receivables.
