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

Successor Notice; Servicer Transfer Events. Upon Quest Diagnostics’ receipt of a notice from both 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 both 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 Quest Diagnostics’ receipt of a notice from both 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 both 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 Quest Diagnostics’ receipt by a Servicer of a notice from both the Administrative Agent of the Co-Agents following a Servicer Transfer Event of Administrative Agent's designation, on the designation Purchaser's behalf, of a new Servicer (a “"Successor Notice”"), Quest Diagnostics each Servicer 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, after agreeing in writing to be bound by and the terms of this Agreement Administrative Agent (including, without limitation, the provisions of Section 14.14), the Co-Agents’ designee or its designee) shall assume each and all of Quest Diagnostics’ such terminated Servicer's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Quest Diagnostics each Servicer shall use its reasonable best efforts to assist the Co-Agents’ designee Administrative Agent (or its designee) in assuming such obligations. Without limiting the foregoing, Quest Diagnostics agrees, each Servicer agrees at its their joint and several expense, to take all actions necessary to provide the new Servicer with access to all computer software necessary to generate reports or useful in collecting collecting, billing or billing Receivables, solely for use in collecting and billing maintaining records with respect to Receivables. The Administrative Agent agrees not to give 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 Administrative Agent's discretion. If Quest Diagnostics any Servicer disputes the occurrence of a Servicer Transfer Event, Quest Diagnostics such Servicer may take appropriate action to resolve such dispute; provided that Quest Diagnostics such Servicer must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date specified provided by the Co-Agents Administrative Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if both of the Co-Agents Administrative 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 Quest Diagnostics’ ' receipt of a notice from both of the Co-Agents Administrative Agent following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice”"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 and the terms Administrative Agent (or the designee of this Agreement (including, without limitation, the provisions of Section 14.14), the Co-Agents’ designee Administrative Agent) 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 Administrative Agent (or the Administrative Agent's 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 Administrative Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if both of the Co-Agents Administrative 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 Quest Diagnostics’ ' receipt of a notice from both of the Co-Agents Administrative Agent 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’ Administrative Agent's 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’ Administrative Agent's 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 Administrative Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if both of the Co-Agents Administrative 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 Quest Diagnostics’ ' receipt of a notice from both of the Co-Agents Administrative Agent following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice”"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 and the terms of this Agreement (including, without limitation, the provisions of Section 14.14), the Co-Agents’ Administrative Agent's 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’ Administrative Agent's 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 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 Administrative Agent as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if both of the Co-Agents Administrative Agent reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ ' interests hereunder.