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 The Contributor may be terminated as Servicer hereunder and replaced with a new Servicer by Purchaser Company (or by Administrative Agent the Lender on behalf of Purchaser Company in the event that Purchaser Company shall fail to replace the Servicer within five (5) 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 default by the Contributor under this Article V and, solely if the consequences of the failure to perform or observe such covenant or agreement can be cured, that continues unremedied for (i) in the case of any covenant or agreement contained in Sections 5.04(d5.01(d), (e5.04(d)-(g) or (fand 5.04(h)(i)-(iii), such failure continues for a period of [***] fifteen (15) Business Days without such cure after the earlier of (x) the date Seller becomes aware of such failure Days, and (yii) in the date Purchasercase of other provisions under this Article V, or Administrative Agent on behalf of Purchaserthirty (30) Business Days, provides in each case after notice of such failure default from Company or the Lender to Sellerthe Contributor; (b) an Insolvency Event of Sellerthe Contributor; or (c) a Seller Contributor Event of Default shall occur and be continuing. Termination of Seller the Contributor as Servicer hereunder shall be without prejudice to any rights of Purchaser Company or Administrative Agent the Lender that may have accrued through such date. In the event that Seller the 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 Agentthe Lender, or by Administrative Agent the Lender on behalf of Purchaser Company as provided in the first sentence of this Section ‎5.055.05) and (ii) Seller the Contributor shall cooperate reasonably with Purchaser Company and Administrative Agent the Lender and any replacement Servicer designated by Purchaser Company or Administrative Agentthe Lender, 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.

Replacement Servicer. Seller The Company may be terminated by Buyer as Servicer hereunder hereunder, and the Company may resign as Servicer hereunder, and in each case the Company may be 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 EventBuyer, 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”):following: (a) Seller fails as to perform either termination by Buyer or observe any covenant or agreement contained in this Article V andresignation by the Company, 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 SellerOption Expiration Date; (b) as to termination by Buyer only, an Insolvency Event or Change of SellerControl of the Company; (c) as to termination by Buyer only, a Company Trigger Event; or (cd) a Seller Event as to termination by Buyer only, at any time if the Company fails to perform any of Default shall occur and be continuingthe services set forth in Sections 5.01 or 5.02. Termination of Seller the Company as Servicer under this Section 5.03 shall be immediately effective upon notice by Buyer to the Company, and resignation of the Company as Servicer under this Section 5.03 shall be effective upon the date that is thirty (30) days following notice by the Company to Buyer. Termination of the Company as Servicer hereunder shall be without prejudice to any rights of Purchaser or Administrative Agent Buyer that may have accrued through such date. In the event that Seller the Company is terminated as Servicer, (i) a replacement Servicer shall may be appointed by Purchaser in consultation withBuyer, 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 the Company shall cooperate reasonably with Purchaser and Administrative Agent Buyer and any replacement Servicer designated by Purchaser or Administrative AgentBuyer, to transfer any information and materials to such replacement Servicer, and (iii) if requested by the Company, Buyer shall enforce, cause the replacement Servicer to enforce, or undertake any other reasonable and necessary actions to ensure an effective transition of services required in the servicing of the Transferred Assets grant to the successor ServicerCompany the right to enforce against Licensee any payment obligations other than the Royalty, at the Company’s direction and at the Company’s sole cost and expense.

Replacement Servicer. Seller The Company may be terminated by Xxxxx as Servicer hereunder hereunder, and the Company may resign as Servicer hereunder, and in each case the Company may be 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 EventXxxxx, 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”):following: (a) Seller fails as to perform either termination by Xxxxx or observe any covenant or agreement contained in this Article V andresignation by the Company, 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 SellerOption Expiration Date; (b) as to termination by Xxxxx only, an Insolvency Event or Change of SellerControl of the Company; (c) as to termination by Buyer only, a Company Trigger Event; or (cd) a Seller Event as to termination by Xxxxx only, at any time if the Company fails to perform any of Default shall occur and be continuingthe services set forth in Sections 5.01 or 5.02. Termination of Seller the Company as Servicer under this Section 5.03 shall be immediately effective upon notice by Xxxxx to the Company, and resignation of the Company as Servicer under this Section 5.03 shall be effective upon the date that is thirty (30) days following notice by the Company to Buyer. Termination of the Company as Servicer hereunder shall be without prejudice to any rights of Purchaser or Administrative Agent Buyer that may have accrued through such date. In the event that Seller the Company is terminated as Servicer, (i) a replacement Servicer shall may be appointed by Purchaser in consultation withBuyer, 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 the Company shall cooperate reasonably with Purchaser and Administrative Agent Buyer and any replacement Servicer designated by Purchaser or Administrative AgentBuyer, to transfer any information and materials to such replacement Servicer, and (iii) if requested by the Company, Buyer shall enforce, cause the replacement Servicer to enforce, or undertake any other reasonable and necessary actions to ensure an effective transition of services required in the servicing of the Transferred Assets grant to the successor ServicerCompany the right to enforce against Licensee any payment obligations other than the Royalty, at the Company’s direction and at the Company’s sole cost and expense.