Common use of Events of Default by Seller Clause in Contracts

Events of Default by Seller. In addition to the Events of Default described in Section 9.1, it shall constitute an Event of Default by Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material to the construction, operation or maintenance of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed of within sixty (60) days after such attachment is levied; or Failure to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure of the Facility to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or any other material obligation with respect to ISO-NE, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure within thirty (30) days of its occurrence; or Failure to Meet Critical Milestones. The failure of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; or

Events of Default by Seller. In addition to case one or more of the following Events of Default described in Section 9.1, it by the Seller shall constitute an Event of Default occur and be continuing: (a) any failure by the Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material to remit to the constructionPurchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days; (b) failure by the Seller to duly observe or perform, operation in any material respect, any other covenants, obligations or maintenance agreements of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, as set forth in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed of within sixty (60) days after such attachment is levied; or Failure to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such Agreement which failure continues unremedied for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure a period of the Facility to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or any other material obligation with respect to ISO-NE, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure within thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its occurrence; affairs, shall have been entered against the Seller and such decree or Failure order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (d) the Seller shall consent to Meet Critical Milestones. The failure the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); all or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce substantially all of the Energy Seller’s property; (e) the Seller shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) the Seller shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and RECsto perform the Seller’s obligations under this Agreement; (g) the Seller shall fail to meet the servicer eligibility qualifications of Xxxxxx Xxx or the Seller shall fail to meet the servicer eligibility qualifications of Xxxxxxx Mac; or (h) the Seller shall fail to repurchase a Mortgage Loan within 30 days of the final decision of an Arbitrator that the Seller is obligated to repurchase such Mortgage Loan; then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Seller under this Agreement and with respect to the Mortgage Loans and the proceeds thereof. Upon receipt by the Seller of such written notice from the Purchaser stating that it intends to terminate the Seller as a result of such Event of Default, all authority and power of the Seller under this Agreement, including any compensation due the Seller under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02. Upon written request from the Purchaser, the Seller shall prepare, execute and deliver to a successor any and all documents and other instruments, place in such successor’s possession all Mortgage Files and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents to the successor at the Seller’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Events of Default by Seller. In addition to The occurrence of any of the Events of Default described in Section 9.1, it following shall constitute an Event of Default by Seller hereunder ifSeller: Taking of Facility Assets. Any asset of Seller that is material Subsequent to the constructionCommercial Operations Date, operation Seller procures, provides or maintenance substitutes Energy Storage Services from any source other than the Facility; Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, any portion or component of the Facility Energy Storage Services (e.g., Discharge Energy), or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Selleravailability thereof, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (party other than, in each case, by a Lender upon a default by Seller with respect than Company; Subsequent to the Financing Commercial Operations Date, Seller fails to demonstrate satisfaction of the Capacity Performance Metric prior to the expiration of the Capacity Cure Period; Subsequent to the Commercial Operations Date, Seller fails to achieve an Annual EAF of not less than 75% for any Measurement Period as provided in Section 4.4(b) (Annual Equivalent Availability Factor Termination Rights); Subsequent to the Commercial Operations Date, Seller fails to maintain an Annual EFOF of less than 7.0% for any Measurement Periods as provided in Section 4.5(b) (Annual Equivalent Forced Outage Factor Termination Rights); Seller fails to satisfy the requirements specified in Article 14 (Credit Assurance and Security) of this Agreement; Seller fails to comply with the requirements of Section 15.1 (Sale of the Facility) and such attachment is not disposed Attachment P (Sale of Facility by Seller); During the Term, the Facility Lender declares a default under the Financing Documents and then fails to initiate, within sixty (60) days after Days thereafter, such attachment is levied; or Failure actions as may be legally necessary (such as foreclosure) to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure take possession of the Facility and to produce thereafter diligently prosecute such actions to conclusion; Seller fails to comply with the Charging Energy obligations under Article 8 (Charging Energy Obligations); Subsequent to the Commercial Operations Date, the Facility is unavailable to provide the Energy Storage Services to Company in response to Company Dispatch/Charge pursuant to the terms and conditions of this Agreement for twentya period of three hundred sixty-four five (24365) or more consecutive months during the Services Term for any reason, including due in whole or in part to a Force MajeureDays; or Failure Subsequent to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of the Commercial Operations Date, Seller fails to satisfyoperate, maintain, or cause to be satisfied (other than by Buyer), any material obligation under repair the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Facility in accordance with Good Engineering and Operating Practices or any other material obligation with respect to ISO-NE, and if such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does is not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure cured within thirty (30) days Days after written notice of its occurrence; or Failure such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to Meet Critical Milestones. The failure cure such failure, in which case Seller shall have a cure period of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure one hundred eighty (180) Days after Company’s written notice of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; orsuch failure.

Events of Default by Seller. In addition to the Events events of Default described in Section 9.1default articulated elsewhere herein, it the occurrence of any of the following shall constitute an Event of Default by Seller: 8.1.1 if at any time during the Term, Seller hereunder if: Taking delivers or attempts to deliver Flexibility Services that were not provided by Asset(s); 8.1.2 if applicable, after commencement of Facility Assets. Any asset installation of the Facility, Seller that is material to the construction, operation or maintenance abandons installation of the Facility or the performance of its obligations hereunder is taken upon execution or by for reasons other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, in each case, by than a Lender upon a default by Seller with respect to the Financing for the Facility) Force Majeure Event and such attachment is not disposed of unexcused absence exceeds thirty (30) consecutive days and Seller fails to resume installation within sixty twenty (6020) days after such attachment is levied; or Failure to Maintain Credit Support. The failure receipt of notice from Buyer stating that, in Buyer’s reasonable determination, Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure abandoned installation of the Facility beyond such period. 8.1.3 if applicable, if at any time subsequent to produce Energy the Commercial Operations Date of Facility, the Facility is unavailable to provide the Committed MW/MVAR as and when required under this Agreement for twentya period of three hundred sixty-four five (24365) or more consecutive months days; 8.1.4 if applicable, if at any time during the Services Term for Term, Seller fails to satisfy the requirements of Article 9 (Credit Assurance and Security) of APPENDIX F (Facility Requirements); 8.1.5 if at any reasontime subsequent to the Commencement Date, including due in whole or in part Seller does not respond to a Force Majeure; Dispatch Instruction received in accordance herewith because Seller purposefully and intentionally used Assets to capture another revenue opportunity (“Alternative Opportunity Intentional Dispatch Failure”). 8.1.6 at any time during the Term, Xxxxxx attempts to assign or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of sell Asset(s) without Xxxxx’s prior written consent. 8.1.7 if applicable, if at any time, Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation defaults under the Interconnection TariffAgreement or the Interconnection Agreement is terminated; or 8.1.8 if applicable, if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the ISO-NE Rules or ISO-NE Practices or any other material obligation Facility in accordance with respect to ISO-NE, and Good Utility Practice if such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does is not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure cured within thirty (30) days after written notice of its occurrence; or Failure such failure from Buyer unless such failure cannot be cured with-in said thirty (30) day period and Seller is making commercially reasonable efforts to Meet Critical Milestones. The failure cure such failure, in which case Seller shall have a cure period of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure three hundred sixty-five (365) days after Buyer’s written notice of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; orsuch failure.

Events of Default by Seller. In addition to the Events events of Default described in Section 9.1default articulated elsewhere herein, it the occurrence of any of the following shall constitute an Event of Default by Seller: 8.1.1 if at any time during the Term, Seller hereunder if: Taking delivers or attempts to deliver Flexibility Services that were not provided by Asset(s); 8.1.2 if applicable, after commencement of Facility Assets. Any asset installation of the Facility, Seller that is material to the construction, operation or maintenance abandons installation of the Facility or the performance of its obligations hereunder is taken upon execution or by for reasons other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, in each case, by than a Lender upon a default by Seller with respect to the Financing for the Facility) Force Majeure Event and such attachment is not disposed of unexcused absence exceeds thirty (30) consecutive days and Seller fails to resume installation within sixty twenty (6020) days after such attachment is levied; or Failure to Maintain Credit Support. The failure receipt of notice from Buyer stating that, in Buyer’s reasonable determination, Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure abandoned installation of the Facility beyond such period. 8.1.3 if applicable, if at any time subsequent to produce Energy the Commercial Operations Date of Facility, the Facility is unavailable to provide the Committed MW/MVAR as and when required under this Agreement for twentya period of three hundred sixty-four five (24365) or more consecutive months days; 8.1.4 if applicable, if at any time during the Services Term for Term, Seller fails to satisfy the requirements of Article 9 (Credit Assurance and Security) of APPENDIX F (Facility Requirements); 8.1.5 if at any reasontime subsequent to the Commercial Operations Date, including due in whole or in part Seller does not respond to a Force Majeure; Dispatch Instruction received in accordance herewith because Seller purposefully and intentionally used Assets to capture another revenue opportunity (“Alternative Opportunity Intentional Dispatch Failure”). 8.1.6 at any time during the Term, Seller assigns or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of sells Asset(s) without Xxxxx’s prior written consent. 8.1.7 if applicable, if at any time, Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation defaults under the Interconnection TariffAgreement or the Interconnection Agreement is terminated; or 8.1.8 if applicable, if at any time subsequent to the Commercial Operations Date, Seller fails to install, operate, maintain, or repair the ISO-NE Rules or ISO-NE Practices or any other material obligation Facility in accordance with respect to ISO-NE, and Good Utility Practice if such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does is not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure cured within thirty (30) days after written notice of its occurrence; or Failure such failure from Buyer unless such failure cannot be cured with-in said thirty (30) day period and Seller is making commercially reasonable efforts to Meet Critical Milestones. The failure cure such failure, in which case Seller shall have a cure period of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure three hundred sixty-five (365) days after Buyer’s written notice of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; orsuch failure.

Events of Default by Seller. In addition to the Events of Default described in Section 9.1, it shall constitute an Event of Default by Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material to the construction, operation or maintenance of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed of within sixty (60) days after such attachment is levied; or Failure to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure of the Facility to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or any other material obligation with respect to ISO-NE, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure within thirty (30) days of its occurrence; or Failure to Meet Critical Milestones. The failure of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; or.

Events of Default by Seller. In addition to case one or more of the following Events of Default described in Section 9.1, it by the Seller shall constitute an Event of Default occur and be continuing: (a) any failure by the Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material to remit to the constructionPurchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days; (b) failure by the Seller to duly observe or perform, operation in any material respect, any other covenants, obligations or maintenance agreements of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, as set forth in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed of within sixty (60) days after such attachment is levied; or Failure to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such Agreement which failure continues unremedied for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure a period of the Facility to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or any other material obligation with respect to ISO-NE, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure within thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its occurrence; affairs, shall have been entered against the Seller and such decree or Failure order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (d) the Seller shall consent to Meet Critical Milestones. The failure the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); all or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce substantially all of the Energy Seller’s property; (e) the Seller shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) the Seller shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and RECsto perform the Seller’s obligations under this Agreement; (g) the Seller shall fail to meet the servicer eligibility qualifications of Fxxxxx Mxx or the Seller shall fail to meet the servicer eligibility qualifications of Fxxxxxx Mac; or (h) the Seller shall fail to repurchase a Mortgage Loan within 30 days of the final decision of an Arbitrator that the Seller is obligated to repurchase such Mortgage Loan; then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Seller under this Agreement and with respect to the Mortgage Loans and the proceeds thereof. Upon receipt by the Seller of such written notice from the Purchaser stating that it intends to terminate the Seller as a result of such Event of Default, all authority and power of the Seller under this Agreement, including any compensation due the Seller under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02. Upon written request from the Purchaser, the Seller shall prepare, execute and deliver to a successor any and all documents and other instruments, place in such successor’s possession all Mortgage Files and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents to the successor at the Seller’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.