Common use of Resignation and Assignment by the Servicer Clause in Contracts

Resignation and Assignment by the Servicer. The Servicer shall have the right to assign this Agreement or the servicing hereunder or (a successor servicer shall be referred to herein as a “successor servicer”) its rights or duties hereunder or any portion hereof provided that the ability of the Servicer to assign its rights and delegate its duties under this Agreement to a successor servicer (a) shall not result in a reduction or withdrawal of the then-current ratings on any certificates issued in connection with a Pass-Through Transfer or an Agency Transfer, as defined in Section 11.01 hereof, and (b) shall satisfy the following conditions: (i) Such successor servicer must be qualified to service loans for Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac, and must be an Approved Mortgagee and a Approved Lender and an Approved Lender, in each case in good standing with the applicable agency; (ii) Such successor servicer must have a net worth of not less than $50,000,000; (iii) Such successor servicer must execute and deliver to the Purchaser an agreement, in form and substance reasonably satisfactory to the Purchaser, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement; (iv) Any such assignment or delegation shall only be made in compliance with any related Reconstitution Agreement then in effect and the requirements of any related trust agreement or similar document governing the assignment of servicing, including any notice requirements, and any securities issued pursuant to such Reconstitution Agreement shall not be downgraded; and (v) The Servicer shall, at its cost and expense, take such steps that may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) on or prior to the date of such transfer or within the period following such transfer that is prescribed by applicable Regulations, the Servicer shall complete all forms, take all actions required, as applicable, in connection with such transfer of servicing, shall provide such notices to, as applicable, in connection therewith as are required under applicable Regulations, shall obtain all necessary approvals of, as applicable, for such transfer of servicing, and shall provide evidence thereof (in form reasonably satisfactory to the Purchaser) to the Purchaser and to the successor servicer; (B) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Servicer shall timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (C) prior to the effective date of such transfer of servicing, the Servicer shall transmit to any related insurer notification of such transfer; (D) on or prior to the effective date of such transfer of servicing, the Servicer shall deliver to the successor servicer all Mortgage Loan Documents and any related records or materials in the custody of the Servicer, (E) on or prior to the effective date of such transfer, the Servicer shall transfer to the successor servicer all funds held by the Servicer in respect of the Mortgage Loans, other than amounts payable to the Servicer pursuant to this Agreement; (F) the Servicer shall, for a period of ninety (90) days following the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor, within two (2) Business Days of receipt, the amount of any payments or other recoveries received by the Servicer, and the Servicer shall notify the successor servicer of the source and proper application of each such payment or recovery; (G) the Servicer shall, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with such successor to facilitate such transfer in such manner and to such extent as such successor may reasonably request; and (H) the Servicer shall continue to be entitled, as and to the extent provided in this Agreement, to reimbursement from such successor for any Monthly Advances, Servicing Advances or Liquidation Advances made by it and not reimbursed. Upon a permitted assignment by the Servicer of this Agreement to a successor servicer in accordance with the provisions of this Section 8.05, the original servicer named herein shall be relieved of any liability arising under this Agreement (including but not limited to any obligation set forth in Section 5.03) arising after the date of such assignment from and after the effective date of such permitted assignment as set forth in the agreement described in clause (iii) above. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in this Section 8.05.

Resignation and Assignment by the Servicer. The Servicer shall have the right to assign this Agreement or the servicing hereunder or (a successor servicer shall be referred to herein as a “successor servicer”) its rights or duties hereunder or any portion hereof provided that the ability of the Servicer to assign its rights and delegate its duties under this Agreement to a successor servicer shall (a) shall not result in a reduction or withdrawal of the then-current ratings on any certificates issued in connection with a Pass-Through Transfer or an Agency Transfer, as defined in Section 11.01 hereof, and (b) shall satisfy the following conditions: (i) Such successor servicer must be qualified to service loans for Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac, and must be an Approved Mortgagee and a Approved Lender and an Approved Lender, in each case in good standing with the applicable agency; (ii) Such successor servicer must have a net worth of not less than $50,000,000; (iii) Such successor servicer must execute and deliver to the Purchaser an agreement, in form and substance reasonably satisfactory to the Purchaser, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement; (iv) Any such assignment or delegation shall only be made in compliance with any related Reconstitution Agreement then in effect and the requirements of any related trust agreement or similar document governing the assignment of servicing, including any notice requirements, and any securities issued pursuant to such Reconstitution Agreement shall not be downgraded; and (v) The Servicer shall, at its cost and expense, take such steps that may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) on or prior to the date of such transfer or within the period following such transfer that is prescribed by applicable Regulations, the Servicer shall complete all forms, take all actions required, as applicable, in connection with such transfer of servicing, shall provide such notices to, as applicable, in connection therewith as are required under applicable Regulations, shall obtain all necessary approvals of, as applicable, for such transfer of servicing, and shall provide evidence thereof (in form reasonably satisfactory to the Purchaser) to the Purchaser and to the successor servicer; (B) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Servicer shall timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (C) prior to the effective date of such transfer of servicing, the Servicer shall transmit to any related insurer notification of such transfer; (D) on or prior to the effective date of such transfer of servicing, the Servicer shall deliver to the successor servicer all Mortgage Loan Documents and any related records or materials in the custody of the Servicer, ; (E) on or prior to the effective date of such transfer, the Servicer shall transfer to the successor servicer all funds held by the Servicer in respect of the Mortgage Loans, other than amounts payable to the Servicer pursuant to this Agreement; (F) the Servicer shall, for a period of ninety (90) days following the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor, within two (2) Business Days of receipt, the amount of any payments or other recoveries received by the Servicer, and the Servicer shall notify the successor servicer of the source and proper application of each such payment or recovery; (G) the Servicer shall, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with such successor to facilitate such transfer in such manner and to such extent as such successor may reasonably request; and (H) the Servicer shall continue to be entitled, as and to the extent provided in this Agreement, to reimbursement from such successor for any Monthly Advances, Servicing Advances or Liquidation Advances made by it and not reimbursed. Upon a permitted assignment by the Servicer of this Agreement to a successor servicer in accordance with the provisions of this Section 8.05, the original servicer named herein shall be relieved of any liability arising under this Agreement (including but not limited to any obligation set forth in Section 5.03) arising after the date of such assignment from and after the effective date of such permitted assignment as set forth in the agreement described in clause (iii) above. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in this Section 8.05.

Resignation and Assignment by the Servicer. The Upon sixty (60) days prior written notice to the Purchaser, the Servicer shall have the right to assign this Agreement or the servicing hereunder or delegate to a subservicer (a successor servicer or subservicer shall be referred to herein as a “"successor servicer”") its rights or duties hereunder or any portion hereof provided that the ability of the Servicer to assign its rights and delegate its duties under this Agreement to a successor servicer (a) shall not result in a reduction or withdrawal of the then-current ratings on any certificates issued in connection with a Pass-Through Transfer or an Agency Transfer, as defined in Section 11.01 hereof, and (b) shall satisfy be subject to the following conditions: (i) The Purchaser shall consent in writing to the assignment, which consent shall not be unreasonably withheld; provided that no consent shall be required in the event that such assignment or delegation is to an affiliate of Servicer; (ii) Such successor servicer must be qualified to service loans for Xxxxxx XxxGinnie Mae, Xxxxxx Xxx or Xxxxxxx MacFannie Mae xx Xxxdxxx Mxx, and must be an Approved xxd xxst bx xx Xxproved Mortgagee and a Approved Lender and an Approved Lender, in each case in good standing with the applicable agency; (iiiii) Such successor servicer must have a net worth of not less than $50,000,000; (iiiiv) Such successor servicer must execute and deliver to the Purchaser an agreement, in form and substance reasonably satisfactory to the Purchaser, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement; (ivv) Any such assignment or delegation shall only be made in compliance with any related Reconstitution Agreement then in effect and the requirements of any related trust agreement or similar document governing the assignment of servicing, including any notice requirements, and any securities issued pursuant to such Reconstitution Agreement shall not be downgraded; and (vvi) The Servicer shall, at its cost and expense, take such steps that may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) on or prior to the date of such transfer or within the period following such transfer that is prescribed by applicable Regulationslaws and regulations, the Servicer shall complete all forms, take all actions required, as applicable, in connection with such transfer of servicing, shall provide such notices tonotices, as applicable, in connection therewith as are required under applicable Regulationslaws and regulations, shall obtain all necessary approvals ofapprovals, as applicable, for such transfer of servicing, and shall provide evidence thereof (in form reasonably satisfactory to the Purchaser) to the Purchaser and to the successor servicer; (B) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Servicer shall timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (C) prior to the effective date of such transfer of servicing, the Servicer shall transmit to any related insurer notification of such transfer; (D) on or prior to the effective date of such transfer of servicing, the Servicer shall deliver to the successor servicer all Mortgage Loan Documents Documents, the Servicing File and any related records or materials in the custody of the Servicer, ; (E) on or prior to the effective date of such transfer, the Servicer shall transfer to the successor servicer all funds held by the Servicer in respect of the Mortgage Loans, other than amounts payable to the Servicer pursuant to this Agreement; (F) the Servicer shall, for a period of ninety (90) days following the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor, within two (2) Business Days of receipt, the amount of any payments or other recoveries received by the Servicer, and the Servicer shall notify the successor servicer of the source and proper application of each such payment or recovery; (G) the Servicer shall, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the Purchaser and such successor to facilitate such transfer in such manner and to such extent as the Purchaser and such successor may reasonably request; and (H) the Servicer shall continue to be entitled, as and to the extent provided in this Agreement, to reimbursement from such successor for any Monthly Advances, Servicing Advances or Liquidation Advances made by it and not reimbursed. Upon a permitted assignment by the Servicer of this Agreement to a successor servicer in accordance with the provisions of this Section 8.058.04, the original servicer named herein shall be relieved of any liability arising under this Agreement (including but not limited to any obligation set forth in Section 5.03) arising after the date of such assignment from and after the effective date of such permitted assignment as set forth in the agreement described in clause (iii) above. The Notwithstanding the foregoing, the Servicer is not released from liability to the Purchaser for any breaches of any representations, warranties or covenants made by the Servicer in this agreement on or prior to the date of such assignment regardless of when such breaches are discovered or made known. Without in any way limiting the generality of this Section 8.04, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, except as permitted under this Section 8.04, then, in addition to any other rights or remedies available to the Purchaser, the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company, any successor servicer or any other third party. Except as otherwise provided herein, the Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s 's responsibilities and obligations hereunder in the manner provided in this Section 8.058.04.

Resignation and Assignment by the Servicer. The Servicer shall have the right to assign this Agreement or the servicing hereunder or (a successor servicer shall be referred to herein as a “successor servicer”) its rights or duties hereunder or any portion hereof provided that the ability of the Servicer to assign its rights and delegate its duties under this Agreement to a successor servicer (a) shall not result in a reduction or withdrawal of the then-current ratings on any certificates issued in connection with a Pass-Through Transfer or an Agency Transfer, as defined in Section 11.01 hereof, and (b) shall satisfy the following conditions: (i) Such successor servicer must be qualified to service loans for Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac, and must be an Approved Mortgagee and a Approved Lender and an Approved Lender, in each case in good standing with the applicable agency; (ii) Such successor servicer must have a net worth of not less than $50,000,000; (iii) Such successor servicer must execute and deliver to the Purchaser an agreement, in form and substance reasonably satisfactory to the Purchaser, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement; (iv) Any such assignment or delegation shall only be made in compliance with any related Reconstitution Agreement then in effect and the requirements of any related trust agreement or similar document governing the assignment of servicing, including any notice requirements, and any securities issued pursuant to such Reconstitution Agreement shall not be downgraded; and (v) The Servicer shall, at its cost and expense, take such steps that may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) on or prior to the date of such transfer or within the period following such transfer that is prescribed by applicable Regulations, the Servicer shall complete all forms, take all actions required, as applicable, in connection with such transfer of servicing, shall provide such notices to, as applicable, in connection therewith as are required under applicable Regulations, shall obtain all necessary approvals of, as applicable, for such transfer of servicing, and shall provide evidence thereof (in form reasonably satisfactory to the Purchaser) to the Purchaser and to the successor servicer; (B) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Servicer shall timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (C) prior to the effective date of such transfer of servicing, the Servicer shall transmit to any related insurer notification of such transfer; (D) on or prior to the effective date of such transfer of servicing, the Servicer shall deliver to the successor servicer all Mortgage Loan Documents and any related records or materials in the custody of the Servicer, ; (E) on or prior to the effective date of such transfer, the Servicer shall transfer to the successor servicer all funds held by the Servicer in respect of the Mortgage Loans, other than amounts payable to the Servicer pursuant to this Agreement; (F) the Servicer shall, for a period of ninety (90) days following the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor, within two (2) Business Days of receipt, the amount of any payments or other recoveries received by the Servicer, and the Servicer shall notify the successor servicer of the source and proper application of each such payment or recovery; (G) the Servicer shall, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with such successor to facilitate such transfer in such manner and to such extent as such successor may reasonably request; and (H) the Servicer shall continue to be entitled, as and to the extent provided in this Agreement, to reimbursement from such successor for any Monthly Advances, Servicing Advances or Liquidation Advances made by it and not reimbursed. Upon a permitted assignment by the Servicer of this Agreement to a successor servicer in accordance with the provisions of this Section 8.05, the original servicer named herein shall be relieved of any liability arising under this Agreement (including but not limited to any obligation set forth in Section 5.03) arising after the date of such assignment from and after the effective date of such permitted assignment as set forth in the agreement described in clause (iii) above. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in this Section 8.05.

Resignation and Assignment by the Servicer. The Servicer shall have the right to assign this Agreement or the servicing hereunder or (a successor servicer shall be referred to herein as a “"successor servicer”") its rights or duties hereunder or any portion hereof provided that the ability of the Servicer to assign its rights and delegate its duties under this Agreement to a successor servicer (a) shall not result in a reduction or withdrawal of the then-current ratings on any certificates issued in connection with a Pass-Through Transfer or an Agency Transfer, . as defined in Section 11.01 hereof, and (b) shall satisfy the following conditions: (i) Such successor servicer must be qualified to service loans for Xxxxxx Xxx, . Xxxxxx Xxx or Xxxxxxx Mac, and must be an Approved Mortgagee and a Approved Lender and an Approved Lender, in each case in good standing with the applicable agency; (ii) Such successor servicer must have a net worth of not less than $50,000,000; (iii) Such successor servicer must execute and deliver to the Purchaser an agreement, in form and substance reasonably satisfactory to the Purchaser, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement; (iv) Any such assignment or delegation shall only be made in compliance with any related Reconstitution Agreement then in effect and the requirements of any related trust agreement or similar document governing the assignment of servicing, including any notice requirements, and any securities issued pursuant to such Reconstitution Agreement shall not be downgraded; and (v) The Servicer shall, at its cost and expense, take such steps that may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) on or prior to the date of such transfer or within the period following such transfer that is prescribed by applicable Regulations, the Servicer shall complete all formsfont's, take all actions required, as applicable, in connection with such transfer of servicing, shall provide such notices to, as applicable, in connection therewith as are required under applicable Regulations, shall obtain all necessary approvals of, as applicable, for such transfer of servicing, and shall provide evidence thereof (in form reasonably satisfactory to the Purchaser) to the Purchaser and to the successor servicer; (B) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Servicer shall timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (C) prior to the effective date of such transfer of servicing, the Servicer shall transmit to any related insurer notification of such transfer; (D) on or prior to the effective date of such transfer of servicing, the Servicer shall deliver to the successor servicer all Mortgage Loan Documents and any related records or materials in the custody of the Servicer, ; (E) on or prior to the effective date of such transfer, the Servicer shall transfer to the successor servicer all funds held by the Servicer in respect of the Mortgage Loans, other than amounts payable to the Servicer pursuant to this Agreement; (F) the Servicer shall, for a period of ninety (90) days following the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor, within two (2) Business Days of receipt, the amount of any payments or other recoveries received by the Servicer, and the Servicer shall notify the successor servicer of the source and proper application of each such payment or recovery; (G) the Servicer shall, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with such successor to facilitate such transfer in such manner and to such extent as such successor may reasonably request; and (H) the Servicer shall continue to be entitled, as and to the extent provided in this Agreement, to reimbursement from such successor for any Monthly Advances, Servicing Advances or Liquidation Advances made by it and not reimbursed. Upon a permitted assignment by the Servicer of this Agreement to a successor servicer in accordance with the provisions of this Section 8.05, the original servicer named herein shall be relieved of any liability arising under this Agreement (including but not limited to any obligation set forth in Section 5.03) arising after the date of such assignment from and after the effective date of such permitted assignment as set forth in the agreement described in clause (iii) above. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s 's responsibilities and obligations hereunder in the manner provided in this Section 8.05.

Resignation and Assignment by the Servicer. The Servicer shall have the right to assign this Agreement or the servicing hereunder or (a successor servicer shall be referred to herein as a “"successor servicer”") its rights or duties hereunder or any portion hereof provided that the ability of the Servicer to assign its rights and delegate its duties under this Agreement to a successor servicer (a) shall not result in a reduction or withdrawal of the then-current ratings on any certificates issued in connection with a Pass-Through Transfer or an Agency Transfer, as defined in Section 11.01 hereof, and (b) shall satisfy the following conditions: (i) Such successor servicer must be qualified to service loans for Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac, and must be an Approved Mortgagee and a Approved Lender and an Approved Lender, in each case in good standing with the applicable agency; (ii) Such successor servicer must have a net worth of not less than $50,000,000; (iii) Such successor servicer must execute and deliver to the Purchaser an agreement, in form and substance reasonably satisfactory to the Purchaser, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under this Agreement; (iv) Any such assignment or delegation shall only be made in compliance with any related Reconstitution Agreement then in effect and the requirements of any related trust agreement or similar document governing the assignment of servicing, including any notice requirements, and any securities issued pursuant to such Reconstitution Agreement shall not be downgraded; and (v) The Servicer shall, at its cost and expense, take such steps that may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) on or prior to the date of such transfer or within the period following such transfer that is prescribed by applicable Regulations, the Servicer shall complete all forms, take all actions required, as applicable, in connection with such transfer of servicing, shall provide such notices to, as applicable, in connection therewith as are required under applicable Regulations, shall obtain all necessary approvals of, as applicable, for such transfer of servicing, and shall provide evidence thereof (in form reasonably satisfactory to the Purchaser) to the Purchaser and to the successor servicer; (B) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Servicer shall timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (C) prior to the effective date of such transfer of servicing, the Servicer shall transmit to any related insurer notification of such transfer; (DI)) on or prior to the effective date of such transfer of servicing, the Servicer shall deliver to the successor servicer all Mortgage Loan Documents and any related records or materials in the custody of the Servicer, ; (E) on or prior to the effective date of such transfer, the Servicer shall transfer to the successor servicer all funds held by the Servicer in respect of the Mortgage Loans, other than amounts payable to the Servicer pursuant to this Agreement; (F) the Servicer shall, for a period of ninety (90) days following the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor, within two (2) Business Days of receipt, the amount of any payments or other recoveries received by the Servicer, and the Servicer shall notify the successor servicer of the source and proper application of each such payment or recovery; (G) the Servicer shall, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with such successor to facilitate such transfer in such manner and to such extent as such successor may reasonably request; and (H) the Servicer shall continue to be entitled, as and to the extent provided in this Agreement, to reimbursement from such successor for any Monthly Advances, Servicing Advances or Liquidation Advances made by it and not reimbursed. Upon a permitted assignment by the Servicer of this Agreement to a successor servicer in accordance with the provisions of this Section 8.05, the original servicer named herein shall be relieved of any liability arising under this Agreement (including but not limited to any obligation set forth in Section 5.03) arising after the date of such assignment from and after the effective date of such permitted assignment as set forth in the agreement described in clause (iii) above. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s 's responsibilities and obligations hereunder in the manner provided in this Section 8.05.