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

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 Seller’s 's receipt of a notice from the Agent following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice”"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 '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 '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 determinesdetermine, 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 's receipt of a notice from the Administrative Agent following a Servicer Transfer Event of the Administrative Agent's designation of a new Servicer (a “"Successor Notice”"), Seller 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 the designee of the Agentor, its designee) shall assume each and all of Seller’s 's said 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 Administrative Agent (or the Agent’s its designee) in assuming such obligations. Without limiting From and after the foregoing, Seller agrees, at its expense, to take all actions necessary to provide the acceptance by a new Servicer with access 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 all computer software necessary to generate reports useful give Seller 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 collecting or billing Receivables, solely for use which case such Successor Notice may be given at any time in collecting and billing Receivablesthe Administrative Agent's discretion. 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 provided by the Administrative 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 Seller’s UPAC's receipt of a notice from the Agent following a Servicer Transfer Event of the Agent's designation of a new the Backup Servicer or any other Person acceptable to the Agent as Servicer (a “" Successor Notice”Notice "), Seller 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 the Agent (or the designee of the Agent) such new Servicer shall assume each and all of Seller’s UPAC's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Seller UPAC shall use its reasonable best efforts to assist the Agent (or the Agent’s its designee) in assuming such obligations. Without limiting The Agent agrees not to give UPAC a Successor Notice until after the foregoingoccurrence of any Liquidation Event (any such Liquidation Event being herein called a " Servicer Transfer Event "), Seller agrees, in which case such Successor Notice may be given at its expense, to take all actions necessary to provide any time in 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 ReceivablesAgent's discretion. If Seller UPAC disputes the occurrence of a Servicer Transfer Event, Seller UPAC may take appropriate action to resolve such dispute; provided that Seller UPAC must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date specified provided by the Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if . Each successor Servicer and the Agent reasonably determines, in good faith, that such termination is necessary or advisable Backup Servicer agree to protect be bound by the Secured Parties’ interests hereunderprovisions of Section 2.1 of the Purchase and Sale Agreement.

Successor Notice; Servicer Transfer Events. Upon Seller’s Cadmus' receipt of a notice from the Agent following a Servicer Transfer Event of the designation Agent's designation, on the Purchaser's behalf, of a new Master Servicer (a “Successor Notice”"SUCCESSOR NOTICE"), Seller Cadmus agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Agent believes will facilitate the transition of the performance of such activities to the new Master Servicer, and the Agent (or the designee of the Agentits designee) shall assume each and all of Seller’s Cadmus' obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Seller Cadmus shall use its reasonable best efforts to assist the Agent (or the Agent’s its designee) in assuming such obligations. Without limiting the foregoing, Seller Cadmus agrees, at its expense, to take all actions necessary to provide the new Master Servicer with access to all computer software necessary to generate reports or useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. The Agent agrees not to give Cadmus a Successor Notice until after the occurrence and during the continuance of any Liquidation 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 Agent's discretion. If Seller Cadmus disputes the occurrence of a Servicer Transfer Event, Seller Cadmus may take appropriate action to resolve such dispute; provided that Seller Cadmus must terminate its activities hereunder as Master Servicer and allow the newly designated Master Servicer to perform such activities on the date specified provided by the Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if the Agent Agent, on the Purchaser's behalf, reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ Purchaser's interests hereunder.

Successor Notice; Servicer Transfer Events. Upon Seller’s PCC's receipt of a notice from the Agent following a Servicer Transfer Event of the designation of a new Servicer (a “"Successor Notice”"), Seller 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 Seller’s PCC's obligations to service and administer such the Receivables, on the terms and subject to the conditions herein set forth, and Seller PCC shall use its reasonable best efforts to assist the Agent (or the Agent’s 's designee) in assuming such obligations. Without limiting the foregoing, Seller 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 Seller PCC disputes the occurrence of a Servicer Transfer Event, Seller PCC may take appropriate action to resolve such dispute; provided that Seller 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 determinesdetermine, 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 Cadmus' receipt of a notice from the Agent following a Servicer Transfer Event of the designation Agent's designation, on the Purchaser's behalf, of a new Master Servicer (a “Successor Notice”"SUCCESSOR NOTICE"), Seller Cadmus agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Agent believes will facilitate the transition of the performance of such activities to the new Master Servicer, and the Agent (or the designee of the Agentits designee) shall assume each and all of Seller’s Cadmus' obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Seller Cadmus shall use its reasonable best efforts to assist the Agent (or the Agent’s its designee) in assuming such obligations. Without limiting the foregoing, Seller Cadmus agrees, at its expense, to take all actions necessary to provide the new Master Servicer with access to all computer software necessary to generate reports or useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. The Agent agrees not to give Cadmus a Successor Notice until after the occurrence and during the continuance of any Liquidation 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 Agent's discretion. If Seller Cadmus disputes the occurrence of a Servicer Transfer Event, Seller Cadmus may take appropriate action to resolve such dispute; provided that Seller 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 specified provided by the Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if the Agent Agent, on the Purchaser's behalf, reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ Purchaser's interests hereunder.