Common use of Replacement of Servicer Clause in Contracts

Replacement of Servicer. Upon the earlier to occur of (i) Servicer defaulting in its obligations set forth under this Section 6, (ii) an Insolvency Event with respect to Servicer, (iii) a Material Adverse Change in Seller or Servicer, (iv) a Termination Event or (v) a breach of the representations and warranties in any material respect by Seller or Servicer under this Agreement, Purchaser may at any time thereafter (but only with respect to clauses (i) and (iv) if within 10 days after knowledge of Seller or Servicer or notice from Purchaser to Seller and Servicer, Servicer fails to cure such default or breach in all material respects and in all other cases without requirement of notice to Servicer, Seller or any other Person) replace Servicer (which replacement may be made through the outplacement to a Person of all back office duties, including billing, collection and processing responsibilities, and access to all personnel, hardware and software utilized in connection with such responsibilities). Servicer shall reimburse Purchaser for all expenses reasonably incurred by Purchaser in connection with such replacement; provided that in no event shall Servicer be liable for any servicing compensation paid or payable to such replacement.