Common use of Replacement Servicer Clause in Contracts

Replacement Servicer. Seller may be terminated as Servicer hereunder and replaced with a new Servicer by Purchaser (or by Administrative Agent on behalf of Purchaser in the event that Purchaser shall fail to replace the Servicer within five (5) Business Days after a Servicer Termination Event, or in the event that an Event of Default has occurred and is continuing) following the occurrence of any of the following events (each, a “Servicer Termination Event”): (a) Seller fails to perform or observe any covenant or agreement contained in this Article V and, solely if the consequences of the failure to perform or observe such covenant or agreement can be cured, in the case of any covenant or agreement contained in Sections 5.04(d), (e) or (f), such failure continues for a period of [***] Business Days without such cure after the earlier of (x) the date Seller becomes aware of such failure and (y) the date Purchaser, or Administrative Agent on behalf of Purchaser, provides notice of such failure to Seller; (b) an Insolvency Event of Seller; or (c) a Seller Event of Default shall occur and be continuing. Termination of Seller as Servicer hereunder shall be without prejudice to any rights of Purchaser or Administrative Agent that may have accrued through such date. In the event that Seller is terminated as Servicer, (i) a replacement Servicer shall be appointed by Purchaser in consultation with, and with the prior written consent of, Administrative Agent, or by Administrative Agent on behalf of Purchaser as provided in the first sentence of this Section ‎5.05) and (ii) Seller shall cooperate reasonably with Purchaser and Administrative Agent and any replacement Servicer designated by Purchaser or Administrative Agent, to transfer any information and materials to such replacement Servicer or undertake any other reasonable and necessary actions to ensure an effective transition of services required in the servicing of the Transferred Assets to the successor Servicer.

Replacement Servicer. Seller Contributor may be terminated as Servicer hereunder and replaced with a new Servicer by Purchaser Company (or by Administrative Agent Lender on behalf of Purchaser Company in the event that Purchaser Company shall fail to replace the Servicer within five (5) Business Days after a Servicer Termination Event, or in the event that an a Contributor Event of Default has occurred and is continuing) following the occurrence of any of the following events (each, a “Servicer Termination Event”): (a) Seller Contributor fails to perform or observe any covenant or agreement contained in this Article V and, solely if the consequences of the failure to perform or observe such covenant or agreement can be cured, in the case of any covenant or agreement contained in Sections 5.04(d), (e) or (fg), such failure continues for a period of [***] fifteen (15) Business Days without such cure after the earlier of (x) the date Seller Contributor becomes aware of such failure and (y) the date PurchaserCompany, or Administrative Agent Lender on behalf of PurchaserCompany, provides notice of such failure to SellerContributor; (b) an Insolvency Event of Sellerwith respect to Contributor; or (c) a Seller Contributor Event of Default shall occur and be continuing. Termination of Seller Contributor as Servicer hereunder shall be without prejudice to any rights of Purchaser Company or Administrative Agent Lender that may have accrued through such date. In the event that Seller Contributor is terminated as Servicer, (i) a replacement Servicer shall be appointed by Purchaser Company in consultation with, and with the prior written consent of, Administrative AgentLender, or by Administrative Agent Lender on behalf of Purchaser Company as provided in the first sentence of this Section ‎5.05) 5.05 and (ii) Seller Contributor shall cooperate reasonably with Purchaser Company and Administrative Agent Lender and any replacement Servicer designated by Purchaser Company or Administrative AgentLender, to transfer any information and materials to such replacement Servicer or undertake any other reasonable and necessary actions to ensure an effective transition of services required in the servicing of the Transferred Assets to the successor Servicer.