Common use of Successor to Countrywide Clause in Contracts

Successor to Countrywide. Prior to termination of Countrywide's responsibilities and duties under this Agreement pursuant to Sections 5.04, 6.01 or 6.02(b), the Purchaser shall (i) succeed to and assume all of Countrywide's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having a net worth of not less than $30,000,000 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Countrywide under this Agreement prior to the termination of Countrywide's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that Countrywide's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, Countrywide shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement. The resignation or removal of Countrywide pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no event relieve Countrywide of the representations and warranties made under this Agreement and the remedies available to the Purchaser thereunder. Any successor appointed as provided herein shall execute, acknowledge and deliver to Countrywide and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of Countrywide, with like effect as if originally named as a party to this Agreement. Any termination of this Agreement pursuant to Sections 5.04, 6.01 or 6.02(b) shall not affect any claims that the Purchaser may have against Countrywide arising prior to any such termination or resignation. Countrywide shall timely deliver to the successor the funds in the Custodial Account and the Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and Countrywide shall account for all funds. Countrywide shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of Countrywide. The Purchaser shall reimburse Countrywide for all amounts owed to Countrywide pursuant to this Agreement and which would otherwise have been recovered by Countrywide pursuant to this Agreement. (SIGNATURE PAGE FOLLOWS) 39

Successor to Countrywide. Prior to termination of Countrywide's ’s responsibilities and duties under this Agreement pursuant to Sections 5.04, 6.01 or 6.02(b), the Purchaser shall (i) succeed to and assume all of Countrywide's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having a net worth of not less than $30,000,000 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Countrywide under this Agreement prior to the termination of Countrywide's ’s responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that Countrywide's ’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, Countrywide shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement. The resignation or removal of Countrywide pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no event relieve Countrywide of the representations and warranties made under this Agreement and the remedies available to the Purchaser thereunder. Any successor appointed as provided herein shall execute, acknowledge and deliver to Countrywide and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of Countrywide, with like effect as if originally named as a party to this Agreement. Any termination of this Agreement pursuant to Sections 5.04, 6.01 or 6.02(b) shall not affect any claims that the Purchaser may have against Countrywide arising prior to any such termination or resignation. Countrywide shall timely deliver to the successor the funds in the Custodial Account and the Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and Countrywide shall account for all funds. Countrywide shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of Countrywide. The Purchaser shall reimburse Countrywide for all amounts owed to Countrywide pursuant to this Agreement and which would otherwise have been recovered by Countrywide pursuant to this Agreement. (SIGNATURE PAGE FOLLOWS) 39.

Successor to Countrywide. Prior to termination of Countrywide's ’s responsibilities and duties under this Agreement pursuant to Sections 5.04, 6.01 Section 7.01 or 6.02(b7.02(b), the Purchaser shall (i) succeed to and assume all of Countrywide's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having a net worth of not less than $30,000,000 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Countrywide under this Agreement prior to the termination of Countrywide's responsibilities, duties and liabilities as servicer under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the reasonable compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that Countrywide's ’s duties, responsibilities and liabilities as servicer under this Agreement should be terminated pursuant to the aforementioned Sections, Countrywide shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the Purchaser or such successor. The resignation or removal termination of Countrywide as servicer pursuant to the aforementioned Sections Section shall not become effective until a successor shall be appointed pursuant to this Section 8.13 and shall in no event relieve Countrywide of the representations and warranties made under this Agreement pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser thereunderunder Section 3.03, 3.04 or 6.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04 and 6.01 shall be applicable to Countrywide notwithstanding any such resignation or termination of Countrywide, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to Countrywide and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of Countrywide, with like effect as if originally named as a party to this AgreementAgreement provided, however, that such successor shall not assume, and Countrywide shall indemnify such successor for, any and all liabilities arising out of Countrywide’s acts as servicer. Any termination of this Agreement Countrywide as servicer pursuant to Sections 5.04, 6.01 Section 7.01 or 6.02(b7.02(b) shall not affect any claims that the Purchaser may have against Countrywide arising prior to any such termination or resignationresignation or remedies with respect to such claims. Countrywide shall timely deliver to the successor the funds in the related Custodial Account, REO Account and the related Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and Countrywide shall account for all funds. Countrywide shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of CountrywideCountrywide as servicer. The Purchaser successor shall reimburse Countrywide for all amounts owed to Countrywide actually expended as servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by Countrywide pursuant to this AgreementAgreement but for the appointment of the successor servicer. (SIGNATURE PAGE FOLLOWS) 39Data must be submitted to Wxxxx Fargo Bank in an Excel spreadsheet format with fixed field names and data type. The Excel spreadsheet should be used as a template consistently every month when submitting data. Due Date Date/Time 8 FC Received Date/Time 8 File Referred to Atty Date/Time 8 NOD Date/Time 8 Complaint Filed Date/Time 8 Sale Published Date/Time 8 Target Sale Date Date/Time 8 Actual Sale Date Date/Time 8 Loss Mit Approval Date Date/Time 8 Loss Mit Type Text 5 Loss Mit Estimated Completion Date/Time 8 Date Loss Mit Actual Completion Date Date/Time 8 Loss Mit Broken Plan Date Date/Time 8 BK Chapter Text 6 BK Filed Date Date/Time 8 Post Petition Due Date/Time 8 Motion for Relief Date/Time 8 Lift of Stay Date/Time 8 RFD Text 10 Occupant Code Text 10 Eviction Start Date Date/Time 8 Eviction Completed Date Date/Time 8 List Price Currency 8 List Date Date/Time 8 Accepted Offer Price Currency 8 Accepted Offer Date Date/Time 8 Estimated REO Closing Date Date/Time 8 Actual REO Sale Date Date/Time 8 • Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order for your file to be accepted. The Action Code Field should show the applicable numeric code to indicate that a special action is being taken. The Action Codes are the following:

Successor to Countrywide. Prior to termination of Countrywide's ’s responsibilities and duties under this Agreement pursuant to Sections 5.04, 6.01 Section 7.01 or 6.02(b7.02(b), the Purchaser shall (i) succeed to and assume all of Countrywide's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having a net worth of not less than $30,000,000 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Countrywide under this Agreement prior to the termination of Countrywide's responsibilities, duties and liabilities as servicer under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the reasonable compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that Countrywide's ’s duties, responsibilities and liabilities as servicer under this Agreement should be terminated pursuant to the aforementioned Sections, Countrywide shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the Purchaser or such successor. The resignation or removal termination of Countrywide as servicer pursuant to the aforementioned Sections Section shall not become effective until a successor shall be appointed pursuant to this Section 8.13 and shall in no event relieve Countrywide of the representations and warranties made under this Agreement pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser thereunderunder Section 3.03, 3.04 or 6.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04 and 6.01 shall be applicable to Countrywide notwithstanding any such resignation or termination of Countrywide, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to Countrywide and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of Countrywide, with like effect as if originally named as a party to this AgreementAgreement provided, however, that such successor shall not assume, and Countrywide shall indemnify such successor for, any and all liabilities arising out of Countrywide’s acts as servicer. Any termination of this Agreement Countrywide as servicer pursuant to Sections 5.04, 6.01 Section 7.01 or 6.02(b7.02(b) shall not affect any claims that the Purchaser may have against Countrywide arising prior to any such termination or resignationresignation or remedies with respect to such claims. Countrywide shall timely deliver to the successor the funds in the related Custodial Account, REO Account and the related Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and Countrywide shall account for all funds. Countrywide shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of CountrywideCountrywide as servicer. The Purchaser successor shall reimburse Countrywide for all amounts owed to Countrywide actually expended as servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by Countrywide pursuant to this Agreement. (SIGNATURE PAGE FOLLOWS) 39Agreement but for the appointment of the successor servicer.