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

Successor Notice; Servicer Transfer Events. Upon KBK's receipt of a notice from the Administrator or Relationship Bank of the Administrator's or Relationship Bank's designation of a new Servicer (a "SUCCESSOR NOTICE"), KBK 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 new Servicer (which may be the Administrator at the Administrator's option) shall assume each and all of KBK's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and KBK shall use its best efforts to assist the new Servicer in assuming such obligations. The Administrator and Relationship Bank agree not to give KBK a Successor Notice until after the occurrence of any Liquidation Event (any such Liquidation Event being herein called a "SERVICER TRANSFER EVENT"), in which case such Successor Notice may be given at any time in the Administrator's or the Relationship Bank's discretion. If KBK disputes the occurrence of a Servicer Transfer Event, KBK may take appropriate action to resolve such dispute; PROVIDED that KBK must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrator or Relationship Bank as described above (including the use of any program used by the Servicer in servicing the Receivables), notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute.

Successor Notice; Servicer Transfer Events. Upon KBKSCI's receipt of a notice from the Administrator or Relationship Administrative Agent (given at the direction of all Bank Purchasers) of the Administrator's or Relationship Bank's designation of a new Servicer, which new Servicer shall have been approved by all 38 Bank Purchasers (a "SUCCESSOR NOTICESuccessor Notice"), KBK SCI agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer Administrative Agent (which may be the Administrator at the Administrator's optionor its designee) shall assume each and all of KBKSCI's said obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and KBK SCI shall use its best reasonable efforts to assist the new Servicer Administrative Agent (or its designee) in assuming such obligations. From and after the acceptance by a new Servicer 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 Administrator and Relationship Bank agree Administrative Agent agrees not to give KBK SCI a Successor Notice until after the occurrence and during the continuance of any Liquidation Termination Event (any such Liquidation Termination Event or other event being herein called a "SERVICER TRANSFER EVENTServicer Transfer Event"), in which case such Successor Notice may be given at any time in at the Administrator's or the Relationship Bank's discretiondirection of all Bank Purchasers. If KBK SCI disputes the occurrence of a Servicer Transfer Event, KBK SCI may take appropriate action to resolve such dispute; PROVIDED provided that KBK SCI must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrator or Relationship Bank Administrative Agent as described above (including the use of any program used by the Servicer in servicing the Receivables)above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute.

Successor Notice; Servicer Transfer Events. Upon KBK's Xxxxxx Collections’ receipt of a notice from the Administrator or Relationship Bank of the Administrator's or Relationship Bank's designation ’s designation, on behalf of the Secured Parties, of a new Servicer (a "SUCCESSOR NOTICE"“Successor Notice”), KBK Xxxxxx Collections 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 new Servicer Administrator (which may be the Administrator at the Administrator's optionor its designee) shall assume each and all of KBK's Xxxxxx Collections’ obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and KBK Xxxxxx Collections shall use its best efforts to assist the new Servicer Administrator (or its designee) in assuming such obligations. Without limiting the foregoing, Xxxxxx Collections agrees, at its expense, to take all actions necessary to provide the new Servicer with access to all computer software necessary or useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. The Administrator and Relationship Bank agree agrees not to give KBK Xxxxxx Collections a Successor Notice until after the occurrence and during the continuance of any Liquidation Event or Xxxxxx Collections Credit Event (any such Liquidation Event event being herein called a "SERVICER TRANSFER EVENT"“Servicer Transfer Event”), in which case such Successor Notice may be given at any time in the Administrator's or the Relationship Bank's ’s discretion. If KBK Xxxxxx Collections disputes the occurrence of a Servicer Transfer Event, KBK Xxxxxx Collections may take appropriate action to resolve such dispute; PROVIDED provided that KBK Xxxxxx Collections must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrator or Relationship Bank as described above (including the use of any program used by the Servicer in servicing the Receivables)above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute., if the Administrator, on behalf of the Secured Parties, reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ interests hereunder. 34

Successor Notice; Servicer Transfer Events. Upon KBK----------------------------------------- AnnTaylor's receipt of a notice from the Administrator or Relationship Bank of the Administrator's or Relationship Bank's designation of a new Servicer (a "SUCCESSOR NOTICESuccessor --------- Notice"), KBK AnnTaylor 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 new Servicer Administrator (which may be the Administrator at the Administrator's optionor its designee) shall assume each and all of KBKAnnTaylor's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and KBK AnnTaylor shall use its best efforts to assist the new Servicer Administrator (or its designee) in assuming such obligations, including, without limitation, by allowing the Administrator (or its designee) access to all computer software and programs used by AnnTaylor to service the Pool Receivables. The Administrator and Relationship Bank agree agrees not to give KBK AnnTaylor a Successor Notice until after the occurrence and only during the continuance of any Liquidation Event of Default (any such Liquidation Event of Default being herein called a "SERVICER TRANSFER EVENTServicer Transfer Event"), in which case ----------------------- such Successor Notice may be given at any time in the Administrator's or the Relationship Bank's discretion. If KBK AnnTaylor disputes the occurrence of a Servicer Transfer Event, KBK AnnTaylor may take appropriate action to resolve such dispute; PROVIDED dispute provided that KBK AnnTaylor must -------- terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date provided by the Administrator or Relationship Bank as described above (including the use of any program used by the Servicer in servicing the Receivables)above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute.