Common use of Sale and Assignment of Servicing Clause in Contracts

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.. 113

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved xxxxxxex by each Rating exxx Xxting Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.. 119

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new ServicerAgreement; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer Servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; and (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the 104 successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the 104 successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved xxxxoxxx by each xxxx Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each otherwixx xxpxxxed xx xxxx Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise uxxxss xxxxxxxse approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute execut e and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's ’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.

Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a new Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved xxxxxxixx appxxxxx by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Servicer is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment or delegation shall affect any rights or liability of the Servicer arising prior to the effective date thereof.