Common use of Buyer to Act; Appointment of Successor Clause in Contracts

Buyer to Act; Appointment of Successor. (a) From and after the time the Servicer receives a notice of termination pursuant to Section 8.01 or in the event of a resignation of the Servicer pursuant to Section 5.13, the Buyer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, provided, however, that notwithstanding the foregoing the Buyer shall have no obligation whatsoever in respect of any liability incurred by the Servicer at or prior to the time of receipt by the Servicer of said notice. As compensation therefor the Buyer shall be entitled to receive any and all funds, including the Servicing Fee, which the Servicer would have been entitled to receive if the Servicer had continued to act hereunder. However, if the Buyer is unable or unwilling to act as successor to the Servicer hereunder, the Buyer may appoint any Person with a net worth of at least $10,000,000 and whose regular business includes the servicing of loans similar to the Loans as Successor Servicer. In connection with such appointment and assumption, the Buyer may make such arrangements for the compensation of such Successor Servicer from payments on the Loans and related Property as the Buyer and such Successor Servicer shall agree; provided, that no such compensation shall be in excess of that permitted the Servicer hereunder or such amount as is commercially reasonable at the time in question. The Buyer and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Either the Buyer, as successor to the Servicer in its capacity as Servicer hereunder, or any Successor Servicer may establish a Separate Account to serve as the Servicing Account, and neither the Buyer nor any such Successor Servicer shall have any liability to any Person other than the Buyer with any ownership or security interest in or to any amounts or funds on deposit in a Servicing Account which is not a Separate Account that are not and are not deemed to be Property or payments received or amount otherwise held in respect of a Loan or any Property.

Buyer to Act; Appointment of Successor. (a) From and after the time the Servicer receives a notice of termination pursuant to Section 8.01 or in the event of a resignation of the Servicer pursuant to Section 5.13, the Buyer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing the Buyer shall have no obligation whatsoever in respect of any liability incurred by the Servicer at or prior to the time of receipt by the Servicer of said notice. As compensation therefor the Buyer shall be entitled to receive any and all funds, including the Servicing Fee, which the Servicer would have been entitled to receive if the Servicer had continued to act hereunder. However, if the Buyer is unable or unwilling to act as successor to the Servicer hereunder, the Buyer may appoint any Person with a net worth of at least $10,000,000 and whose regular business includes the servicing of loans similar to the Loans as the successor to the Servicer hereunder in the assumption of all or part of the servicing functions hereunder (such Person, a "Successor Servicer"). In connection with such appointment and assumption, the Buyer may make such arrangements for the compensation of such Successor Servicer from payments on the Loans and related Property as the Buyer and such Successor Servicer shall agree; providedPROVIDED, that no such compensation shall be in excess of that permitted the Servicer hereunder or such amount as is commercially reasonable at the time in question. The Buyer and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Either the Buyer, as successor to the Servicer in its capacity as Servicer hereunder, or any Successor Servicer may establish a Separate Account to serve as the Servicing Account, and neither the Buyer nor any such Successor Servicer shall have any liability to any Person other than the Buyer with any ownership or security interest in or to any amounts or funds on deposit in a Servicing Account which is not a Separate Account that are not and are not deemed to be Property or payments received or amount otherwise held in respect of a Loan or any Property.

Buyer to Act; Appointment of Successor. (a) From and after the time the Servicer receives a notice of termination pursuant to Section 8.01 or in the event of a resignation of the Servicer pursuant to Section 5.13, the Buyer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, provided, however, that notwithstanding the foregoing the Buyer shall have no obligation whatsoever in respect of any liability incurred by the Servicer at or prior to the time of receipt by the Servicer of said notice. As compensation therefor the Buyer shall be entitled to receive any and all funds, including the Servicing Fee, which the Servicer would have been entitled to receive if the Servicer had continued to act hereunder. However, if the Buyer is unable or unwilling to act as successor to the Servicer hereunder, the Buyer may appoint any Person with a net worth of at least $10,000,000 and whose regular business includes the servicing of loans similar to the Loans as Successor Servicer. In connection with such appointment and assumption, the Buyer may make such arrangements for the compensation of such Successor Servicer from payments on the Loans and related Property as the Buyer and such Successor Servicer shall agree; provided, that no such compensation shall be in excess of that permitted the Servicer hereunder or such amount as is commercially reasonable at the time in question. The Buyer and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Either the Buyer, as successor to the Servicer in its capacity as Servicer hereunder, or any Successor Servicer may establish a Separate Account to serve as the Servicing Account, and neither the Buyer nor any such Successor Servicer shall have any liability to any Person other than the Buyer with respect to any ownership or security interest in or to any amounts or funds on deposit in a such successor Servicing Account which is not a Separate Account that are not and are not deemed to be Property or payments received or amount otherwise held in respect of a Loan or any Property.

Buyer to Act; Appointment of Successor. (a) From On and after the time the Servicer receives a notice of termination pursuant to Section 8.01 or in the event of a resignation of the Servicer pursuant to Section 5.135.11, the Buyer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, provided, however, that notwithstanding the foregoing the Buyer shall have no obligation whatsoever in respect of any liability incurred by the Servicer at or prior to the time of receipt by the Servicer of said notice. As compensation therefor the Buyer shall be entitled to receive any and all funds, including the Servicing Fee, which the Servicer would have been entitled to receive if the Servicer had continued to act hereunder. However, if the Buyer is unable or unwilling to act as successor to the Successor Servicer hereunder, the Buyer may appoint any Person with a net worth of at least $10,000,000 and whose regular business includes the servicing of loans similar to the Loans as the Successor ServicerServicer hereunder in the assumption of all or part of the servicing functions hereunder. In connection with such appointment and assumption, the Buyer may make such arrangements for the compensation of such Successor Servicer from payments on the Loans and related Property as the Buyer and such Successor Servicer shall agree; provided, that no such compensation shall be in excess of that permitted the Servicer hereunder or such amount as is commercially reasonable at the time in question. The Buyer and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Either the Buyer, as successor to the Servicer in its capacity as Servicer hereunder, or any Successor Servicer may establish a Separate Account to serve as the Servicing Account, and neither the Buyer nor any such Successor Servicer shall have any liability to any Person other than the Buyer with any ownership or security interest in or to any amounts or funds on deposit in a Servicing Account which is not a Separate Account that are not and are not deemed to be Property or payments received or amount otherwise held in respect of a Loan or any Property.