Common use of Events of Default Termination Clause in Contracts

Events of Default Termination. 11.1. Each of the following constitutes an event of default under this Agreement: (a) If Licensee fails to pay any undisputed funds owing to Licensor pursuant to this Agreement as and when due, provided that with respect to the first such failure by Licensee, Licensor will not be entitled to call a default under this Section 11.1(a) until it gives Licensee notice thereof and Licensee fails to cure such default within five business (5) days of such notice; or (b) if either party institutes proceedings to be adjudicated a voluntary bankrupt or insolvent, or consents to the filing of a bankruptcy proceeding against it, or files a petition or answer seeking reorganization or arrangement under any bankruptcy act or any other similar applicable law of any country, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for itself, or any of its property, or makes an assignment for the benefit of creditors, or is unable to pay its debts generally as they become due, or shall cease doing business as a going concern, or corporate action is taken by it in furtherance of any of the foregoing purposes; or (c) if an order, judgment or decree of a court having jurisdiction is entered adjudicating Licensee, a bankrupt or insolvent, or approving, as properly filed, a petition seeking reorganization of Licensee, or of all or a substantial part of its properties or assets under any bankruptcy act or other similar applicable law, as from time to time amended, or appointing a receiver, trustee or liquidator of Licensee, and such order, judgment or decree remains in force, undischarged and unstayed for a period of thirty (30) days, or a judgment or lien for the payment of money in excess of $500,000 which is secured by a security interest in the licensed merchandise is rendered or entered against it and the same remains undischarged or unbonded for a period of thirty (30) days, or any writ or warrant or attachment shall be issued or levied against a substantial part of its property and the same is not released, vacated or bonded within thirty (30) days after issue or levy; or (d) if Licensee defaults, subject to applicable cure or waiver provisions, on any obligation in excess of $500,000 which is secured by a security interest in Licensed Merchandise; or (e) if Licensee for any reason completely discontinues the sale of all Licensed Merchandise, or shall liquidate or dissolve; or (f) if Licensee fails to materially comply with any of the quality requirements set forth herein, subject to the ability to cure such failure within thirty (30) days; or (g) if either party conducts its business hereunder in a manner which causes the other party to send such party two or more notices of a default under this Section 11.1 in any consecutive 12-month period; or (h) if Licensee has not begun the bona fide sale of Licensed Merchandise on or before September 2010, unless a delay in such sales has been approved in advance in writing by Licensor; or (i) if any representation or warranty of either party contained herein is or becomes false or misleading in any material respect, or if either party fails to perform or observe any material term, condition, agreement or covenant in this Agreement on its part to be performed or observed, other than as provided in Paragraphs (a) through (h) of this Section 11.1, and such default is not remedied within thirty (30) days after written notice thereof from the nondefaulting party, unless such default is curable but is not capable of being cured through the defaulting party’s diligent and continuous effort within such thirty (30) day period, and such party immediately commences to cure such default, and thereafter applies its diligent and continuous best efforts to cure such default, and does in fact cure such default within ninety (90) days of the initial notice of default.

Events of Default Termination. 11.1. Each (a) This Agreement may be terminated in writing by the following party(ies) upon the happening of any of the following constitutes events, each of which is defined as an event “Event of default under this AgreementDefault”: (a1) If Licensee fails to pay any undisputed funds owing to Licensor pursuant to this Agreement as and when dueBy either party, provided that with respect to if the first such failure by Licensee, Licensor will not be entitled to call a default under this Section 11.1(a) until it gives Licensee notice thereof and Licensee fails to cure such default within five business other party (5) days of such notice; or (b) if either party institutes proceedings to be adjudicated a voluntary bankrupt or insolvent, or consents to the filing of a bankruptcy proceeding against it, or files a petition or answer seeking reorganization or arrangement under any bankruptcy act or any other similar applicable law of any country, partner or consents owner thereof holding a controlling interest therein) shall apply for or consent to the appointment of a receiver receiver, trustee or liquidator or trustee or assignee in bankruptcy or insolvency for itself, or any of its property, or makes an assignment for the benefit of creditors, or is unable to pay its debts generally as they become due, or shall cease doing business as a going concern, or corporate action is taken by it in furtherance of any of the foregoing purposes; or (c) if an order, judgment or decree of a court having jurisdiction is entered adjudicating Licensee, a bankrupt or insolvent, or approving, as properly filed, a petition seeking reorganization of Licensee, or of all or a substantial part of its properties assets, file a voluntary petition in bankruptcy, or assets under admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or take advantage of any bankruptcy act insolvency law or other similar applicable lawfile an answer admitting the material allegations of a petition filed against it in any bankruptcy, as from time to time amendedreorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating it a bankrupt or insolvent or approving a petition seeking reorganization of it or appointing a receiver, trustee or liquidator of Licenseeit or of all or a substantial part of its assets, and such order, judgment or decree remains shall continue unstayed and in force, undischarged and unstayed effect for a any period of thirty sixty (3060) consecutive days. (2) By either party, upon breach, default, or a judgment or lien for non-compliance by the payment of money in excess of $500,000 which is secured by a security interest in the licensed merchandise is rendered or entered against it and the same remains undischarged or unbonded for a period of thirty (30) days, or other party with any writ or warrant or attachment shall be issued or levied against a substantial part of its property obligations contained in this Agreement, followed by written notice from the aggrieved party to the other and failure of the same other party either to remedy or correct such breach, default or non-compliance within ten (10) days after receipt of such written notice, if such breach, default or noncompliance is not releasedmonetary, vacated or bonded and within thirty (30) days after issue or levy; or (d) if Licensee defaultsit is nonmonetary, subject to applicable cure or waiver provisionsprovided that if a nonmonetary default, on any obligation in excess of $500,000 which is secured by a security interest in Licensed Merchandise; or (e) if Licensee for any reason completely discontinues the sale of all Licensed Merchandisebreach, or shall liquidate or dissolve; or (f) if Licensee fails to materially comply with any of the quality requirements set forth herein, subject to the ability to cure such failure within thirty (30) days; or (g) if either party conducts its business hereunder in a manner which causes the other party to send such party two or more notices of a default under this Section 11.1 in any consecutive 12-month period; or (h) if Licensee has not begun the bona fide sale of Licensed Merchandise on or before September 2010, unless a delay in such sales has been approved in advance in writing by Licensor; or (i) if any representation or warranty of either party contained herein is or becomes false or misleading in any material respect, or if either party fails to perform or observe any material term, condition, agreement or covenant in this Agreement on its part to be performed or observed, other than as provided in Paragraphs (a) through (h) of this Section 11.1, and such default noncompliance is not remedied within thirty (30) days after written notice thereof from the nondefaulting party, unless such default is curable but is not capable susceptible of being cured through within the defaulting party’s diligent and continuous effort within such thirty (30) day periodperiod and in the reasonable opinion of the aggrieved party the other party has proceeded with all due diligence, the aggrieved party shall approve a request to extend such cure period for an additional reasonable period of time. (3) By either party, in the event of fraud or willful misconduct of the other party in connection with any of its obligations under this Agreement. (4) By Owner, if Operator fails to operate the Hotel in the normal course of business, except if this failure is caused by an event described in Section 15. (5) By Owner, if, due to the negligence or willful misconduct of Operator, the licenses for the sale of alcoholic beverages in the Hotel, or any other licenses or permits necessary for the operation of the Hotel, are at any time during the term hereof suspended, terminated or revoked and such party immediately commences suspension, termination or revocation shall continue unstayed and in effect for a period of ninety (90) consecutive days. (6) Owner, if the Hotel is not operated in accordance with the quality standards set forth in Section 1.1, which failure is not caused by an action of the Owner; provided that Owner shall given Operator notice that Operator is in default of this Section 18.1(a)(6), shall specifically identify the quality standards that the Operator has failed to satisfy and shall provide Operator a thirty (30) day period in which to cure such default, and thereafter applies its diligent and continuous best efforts to Owner shall approve a request by Operator for an extension of such cure such default, and does in fact cure such default within ninety period for an additional thirty (9030) days of if reasonable efforts are being made by Operator to correct the initial notice of deficiencies giving rise to the default.

Events of Default Termination. 11.1. A. Each of the following constitutes shall constitute an event of default by Licensee under this License Agreement: (ai) If Licensee fails to pay shall breach in any undisputed funds owing to Licensor pursuant to this Agreement as and when due, provided that with material respect to the first such failure by Licensee, Licensor will not be entitled to call a default any of its obligations under this Section 11.1(aLicense Agreement, and such default is not remedied within thirty (30) until it gives Licensee days after written notice thereof from Licensor, unless such default is not for the payment of money and is not capable of being cured through Licensee's diligent and continuous effort within thirty (30) days after written notice thereof, and Licensee fails (within such 30 day period) immediately commences to cure such default, and thereafter applies its best efforts to cure such default, and does in fact cure such default within five business ninety (590) days of such noticethe initial notice of default; or (bii) if either party institutes If Licensee shall institute proceedings to be adjudicated a voluntary bankrupt or insolvent, or consents shall consent to the filing of a bankruptcy proceeding against it, or files shall file a petition or answer seeking reorganization or arrangement under any bankruptcy act or any other similar applicable law of any country, or consents shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for of itself, or any of its property, or makes shall make an assignment for the benefit of creditors, or is shall be unable to pay its debts generally as they become due, or shall cease doing business as a going concern, or corporate action is shall be taken by it Licensee in furtherance of any of the foregoing purposes; or (ciii) if If an order, judgment or decree of a court having jurisdiction is shall have been entered adjudicating Licensee, the Licensee a bankrupt or insolvent, or approving, as properly filed, a petition seeking reorganization of Licensee, Licensee or of all or a substantial part of its properties or assets under any bankruptcy act or other similar applicable law, as from time to time amended, or appointing a receiver, trustee or liquidator of Licensee, Licensee and such order, judgment or decree remains shall remain in force, undischarged un-discharged and unstayed un-stayed for a period of thirty (30) days, or a judgment or lien for the payment of money in excess of $500,000 which is secured by a security interest in the licensed merchandise is 250,000 shall be rendered or entered against it Licensee and the same remains undischarged shall remain un-discharged or unbonded un-bonded for a period of thirty ninety (3090) days, days or any writ or warrant or attachment shall be issued or levied against a substantial part of its the property of Licensee and the same is shall not be released, vacated or bonded within thirty ninety (3090) days after issue or levy; or (div) if If Licensee defaults, subject to applicable cure or waiver provisions, on any obligation in excess of $500,000 which is secured by a security interest in Licensed Merchandise; or (e) if Licensee for any reason completely discontinues the sale of all Licensed Merchandise, or shall liquidate or dissolve; or (f) if Licensee fails to materially comply with any of the quality requirements set forth herein, subject to the ability to cure such failure within thirty (30) days; or (g) if either party conducts its business hereunder in a manner which causes the other party to send such party two or more notices of a default under this Section 11.1 in any consecutive 12-month period; or (h) if Licensee has not begun the bona fide sale of Licensed Merchandise on or before September 2010, unless a delay in such sales has been approved in advance in writing by Licensor; or (i) if any representation or warranty of either party contained herein is or becomes false or misleading in any material respect, or if either party fails fail to perform or observe any material term, condition, agreement or covenant in this Agreement on its part to be performed or observedobserved pursuant to this License Agreement or the Agreement, other than as provided including any Confidentiality and Non-Circumvention Agreements executed or which may in Paragraphs (a) through (h) of this Section 11.1the future be executed in connection therewith, and such default is not remedied within thirty (30) days after written notice thereof from the nondefaulting partyLicensor, unless such default is curable but not for the payment of money and is not capable of being cured through the defaulting party’s diligent and continuous effort within such thirty (30) day perioddays after written notice thereof, and such the defaulting party immediately commences to cure such default, and thereafter applies its diligent and continuous best efforts to cure such default, and does in fact cure such default within ninety (90) days of the initial notice of default. B. As used in this Agreement, the term "default" shall mean any condition, event or state of facts, which, after notice or lapse of time, or both, would be an event of default. If any event of default shall occur and be continuing, Licensor may, by written notice to Licensee, in its sole discretion, forthwith terminate this Agreement.

Events of Default Termination. 11.1. 10.1 Each of the following constitutes shall constitute an event of default under this Agreement: (aA) If Licensee fails shall fail to pay any undisputed funds owing to Licensor pursuant to this Agreement as due for a period of five (5) days after such funds were due; and when due; (B) If any representation or warranty of either party contained herein shall be or become false or misleading in any material respect, or if either party shall fail to perform or observe any term, condition, agreement or covenant in this Agreement on its part to be performed or observed, other than as provided that with respect to the first such failure by Licensee, Licensor will not be entitled to call a default under in paragraph (a) of this Section 11.1(a10.1, and such default is not remedied within twenty (20) until it gives Licensee days after written notice thereof from the non-defaulting party, unless such default is not capable of being cured through the defaulting party's diligent and Licensee fails continuous effort within such twenty (20) day period, and such party immediately commences to cure such default, and thereafter applies its diligent and continuous best efforts to cure such default, and does in fact cure such default within forty-five business (545) days of such noticethe initial notice of default; or (bC) if either party institutes If Licensee or Licensor shall institute proceedings to be adjudicated a voluntary bankrupt or insolvent, or consents shall consent to the filing of a bankruptcy proceeding against it, or files shall file a petition or answer seeking reorganization or arrangement under any bankruptcy act or any other similar applicable law of any country, or consents shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for itself, or any of its property, or makes shall make an assignment for the benefit of creditors, or is shall be unable to pay its debts generally as they become due, or shall cease doing business as a going concern, or corporate action is shall be taken by it in furtherance of any of the foregoing purposes; or (cD) if If an order, judgment or decree of a court having jurisdiction is shall have been entered adjudicating Licensee, Licensee or Licensor a bankrupt or insolvent, or approving, as properly filed, a petition seeking reorganization of Licensee, Licensee or Licensor or of all or a substantial part of its properties or assets under any bankruptcy act or other similar applicable law, as from time to time amended, or appointing a receiver, trustee or liquidator of LicenseeLicensee or Licensor, and such order, judgment or decree remains shall remain in force, undischarged and unstayed for a period of thirty (30) days, or a judgment or lien for the payment of money in excess of $500,000 which is secured by a security interest in the licensed merchandise is * shall be rendered or entered against it and the same remains shall remain undischarged or unbonded for a period of thirty forty-five (3045) days, days or any writ or warrant or attachment shall be issued or levied against a substantial part of its property and the same is shall not be released, vacated or bonded within thirty (30) days after issue or levy; or (dE) if If Licensee defaults, subject to applicable cure or waiver provisions, on any obligation in excess of $500,000 which is secured by a security interest in Licensed Merchandise; or (e) if Licensee shall for any reason completely discontinues discontinue the sale of all Licensed MerchandiseApproved Liz Merchandise or any substantial portion of its business operations, or shall liquidate or dissolve; or (fF) If Licensee shall, without the prior written consent of Licensor first had and obtained, sell (regardless of how designated) all or substantially all of its assets, or shall merge or consolidate with or into another corporation or entity, or if Licensee fails to materially comply with any more than 25% of the quality requirements set forth hereinissued and outstanding shares of the voting stock of Licensee shall be sold or transferred, subject to directly or indirectly, in each case whether in a single transaction or as the ability to cure such failure within thirty (30) daysaggregate result of a series of related transactions, and whether the transaction or transactions involve an affiliated or unaffiliated person or entity; or (gG) if either party conducts its business If Licensee's Net Sales of Liz Merchandise for any Contract Year hereunder in a manner which causes the other party Domestic Territory shall fail to send equal or exceed the applicable Sales Minimum (as defined below) in respect of such party two or more notices Contract Year with respect to Liz Merchandise. As used herein, the term "Sales Minimum" for each Contract Year shall mean the following levels of a default under this Section 11.1 Net Sales in any consecutive 12-month periodthe Domestic Territory: in the First Contract Year: * ; or (h) if Licensee has not begun Second Contract Year: * ; and * Material omitted and filed separately with the bona fide sale of Licensed Merchandise on or before September 2010, unless a delay in such sales has been approved in advance in writing by Licensor; or (i) if any representation or warranty of either party contained herein is or becomes false or misleading in any material respect, or if either party fails Securities and Exchange Commission pursuant to perform or observe any material term, condition, agreement or covenant in this Agreement on its part to be performed or observed, other than as provided in Paragraphs (a) through (h) of this Section 11.1, and such default is not remedied within thirty (30) days after written notice thereof from the nondefaulting party, unless such default is curable but is not capable of being cured through the defaulting party’s diligent and continuous effort within such thirty (30) day period, and such party immediately commences to cure such default, and thereafter applies its diligent and continuous best efforts to cure such default, and does in fact cure such default within ninety (90) days of the initial notice of defaultrequest for confidential treatment.

Events of Default Termination. 11.1. Each (a) In case one or more of the following constitutes an event Events of default under this AgreementDefault by the Company shall occur and be continuing, that is to say: (ai) If Licensee fails any failure by the Company to pay remit to the Purchaser any undisputed funds owing payment required to Licensor pursuant to be made under the terms of this Agreement as and when due, provided that with respect to the first such failure by Licensee, Licensor will not be entitled to call which continues unremedied for a default under this Section 11.1(aperiod of one (1) until it gives Licensee notice thereof and Licensee fails to cure such default within five business (5) days of such noticeBusiness Day; or (bii) if either party institutes proceedings failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Company set forth in this Agreement that continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be adjudicated maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or (iii) a voluntary bankrupt decree or insolventorder 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 consents to for the filing winding-up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a bankruptcy proceeding against it, or files a petition or answer seeking reorganization or arrangement under any bankruptcy act or any other similar applicable law period of any country, or consents sixty (60) days; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or trustee or assignee in bankruptcy or insolvency for itselfsimilar proceedings of, or any relating to, the Company or of, or relating to, all or substantially all of its property, or makes an assignment for ; or (v) the benefit of creditors, or is unable Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or shall cease doing business as a going concernreorganization statute, make an assignment for the benefit of its creditors, or corporate action is taken by it in furtherance voluntarily suspend payment of any of the foregoing purposesits obligations; or (cvi) if an order, judgment failure by the Company to be in compliance with the “doing business” or decree licensing laws of any jurisdiction where a court having jurisdiction Mortgaged Property is entered adjudicating Licensee, a bankrupt or insolvent, or approving, as properly filed, a petition seeking reorganization of Licensee, or of all or a substantial part of its properties or assets under any bankruptcy act or other similar applicable law, as from time to time amended, or appointing a receiver, trustee or liquidator of Licensee, and such order, judgment or decree remains in force, undischarged and unstayed for a period of thirty (30) days, or a judgment or lien for the payment of money in excess of $500,000 which is secured by a security interest in the licensed merchandise is rendered or entered against it and the same remains undischarged or unbonded for a period of thirty (30) days, or any writ or warrant or attachment shall be issued or levied against a substantial part of its property and the same is not released, vacated or bonded within thirty (30) days after issue or levylocated; or (dvii) if Licensee defaults, subject the Company ceases to applicable cure be approved by either Xxxxxx Xxx as a mortgage loan seller or waiver provisions, on any obligation in excess of $500,000 which is secured by a security interest in Licensed Merchandise; or (e) if Licensee servicer for any reason completely discontinues the sale of all Licensed Merchandise, or shall liquidate or dissolve; or (f) if Licensee fails to materially comply with any of the quality requirements set forth herein, subject to the ability to cure such failure within more than thirty (30) days; or (gviii) the Company attempts to assign, sell, pledge or hypothecate its right to servicing compensation hereunder without the Purchaser’s prior written consent; 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 Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, or as otherwise stated in this Agreement, in which case, automatically and without notice) may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate this Agreement and/or all the rights and obligations of the Company as servicer (and if either party conducts its business hereunder the Company is servicing any of the Mortgage Loans in a manner which causes Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the other party to send Master Servicer for such party two or more notices of a default Pass-Through Transfer) under this Section 11.1 in any consecutive 12-month period; or (h) if Licensee has not begun Agreement. On or after the bona fide sale receipt by the Company of Licensed Merchandise such written notice, all authority and power of the Company to service the Mortgage Loans under this Agreement shall on or before September 2010, unless a delay the date set forth in such sales has been approved notice pass to and be vested in advance in writing by Licensor; orthe successor appointed pursuant to Article 28. (i) if In addition, any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under Article 12, or any breach by the Company of a representation or warranty set forth in Section 7.01 or in a writing furnished pursuant to paragraph (xvi) of either party contained herein Section 7.01 and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such breach is or becomes false or misleading in any material respectnot cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to paragraph (xvi) of Section 7.01 to the extent made as of a date subsequent to such closing date, shall, except as provided in paragraph (b) (ii) below, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or any Depositor, as applicable, in its sole discretion, to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (other than payment of accrued fees and reimbursable expenses owed to the Company hereunder or thereunder at the time of such termination) of any compensation to the Company (and if either party fails the Company is servicing any of the Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to perform the Master Servicer for such Pass-Through Transfer); provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or observe obligations following termination of the Company as servicer, such provision shall be given effect. (ii) Any failure by the Company, any material termSubservicer or any Subcontractor to deliver any information, conditionreport, agreement certification or covenant accountants’ letter when and as required under Section 10.04 or 10.07, including any failure by the Company to identify pursuant to Article 13 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered, shall also constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, the Master Servicer or any Depositor, as applicable, in its sole discretion, to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement on its part to the contrary) of any compensation to the Company (and if the Company is servicing any of the Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the Master Servicer for such Pass-Through Transfer); provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be performed given effect. None of the Purchaser, any Depositor or observed, any Master Servicer shall be entitled to terminate the rights and obligations of the Company pursuant to this paragraph (b)(ii) if a failure of the Company to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans. (c) If any of the Mortgage Loans are MERS Mortgage Loans, in connection with the termination or resignation of the Company hereunder, either (i) the successor to the Company shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Company shall cooperate with the successor either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Purchaser and to execute and deliver such other notices, documents and other instruments as provided may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor or (y) in Paragraphs causing MERS to designate on the MERS® System the successor as the servicer of such Mortgage Loan. (ad) through The Company shall promptly reimburse the Purchaser (hor any designee of the Purchaser, such as the Master Servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this Section 11.1paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, and whether in equity or at law, such default is not remedied within thirty (30) days after written notice thereof from the nondefaulting partyas an action for damages, unless such default is curable but is not capable of being cured through the defaulting party’s diligent and continuous effort within such thirty (30) day period, and such party immediately commences to cure such default, and thereafter applies its diligent and continuous best efforts to cure such default, and does in fact cure such default within ninety (90) days of the initial notice of defaultspecific performance or injunctive relief.