Common use of SUCCESSOR TO PURCHASER Clause in Contracts

SUCCESSOR TO PURCHASER. (a) Prior to termination of the Purchaser's responsibilities and duties under this Agreement pursuant to Sections (W) or (Y) of Exhibit M, the Seller shall (i) succeed to and assume all of the Purchaser's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Purchaser as servicer under this Agreement. In connection with such appointment and assumption, the Seller 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 the Purchaser's duties, responsibilities and liabilities as servicer under this Agreement should be terminated pursuant to Sections (W) or (Y) of Exhibit M, the Purchaser 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 Seller or such successor. The termination of the Purchaser as servicer pursuant to Sections (W) or (Y) of Exhibit M shall not become effective until a successor shall be appointed pursuant to this Section 13.17. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller 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 the Purchaser, with like effect as if originally named as a party to this Agreement provided, however, that such successor shall not assume, and the Purchaser shall indemnify such successor for, any and all liabilities arising out of the Purchaser's acts as servicer. Any termination of the Purchaser as servicer pursuant to Sections (W) or (Y) of Exhibit M shall not affect any claims that the Seller may have against the Purchaser arising prior to any such termination or resignation or remedies with respect to such claims. (c) The Purchaser shall timely deliver to the successor the funds in the related Custodial Account, REO Account and the related Escrow Account and the servicing files and related documents and statements held by it hereunder and the Purchaser shall account for all funds. The Purchaser 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 the Purchaser as servicer. The successor shall make arrangements as it may deem appropriate to reimburse the Purchaser for amounts the Purchaser actually expended as servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by the Purchaser pursuant to this Agreement but for the appointment of the successor servicer.

SUCCESSOR TO PURCHASER. (a) Prior to termination of the Purchaser's responsibilities and duties under this Agreement pursuant to Sections (W) or (Y) of Exhibit M, the Seller shall (i) succeed to and assume all of the Purchaser's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Purchaser as servicer under this Agreement. In connection with such appointment and assumption, the Seller 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 the Purchaser's duties, responsibilities and liabilities as servicer under this Agreement should be terminated pursuant to Sections (W) or (Y) of Exhibit M, the Purchaser 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 Seller or such successor. The termination of the Purchaser as servicer pursuant to Sections (W) or (Y) of Exhibit M shall not become effective until a successor shall be appointed pursuant to this Section 13.17. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller 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 the Purchaser, with like effect as if originally named as a party to this Agreement provided, however, that such successor shall not assume, and the Purchaser shall indemnify such successor for, any and all liabilities arising out of the Purchaser's acts as servicer. Any termination of the Purchaser as servicer pursuant to Sections (W) or (Y) of Exhibit M shall not affect any claims that the Seller may have against the Purchaser arising prior to any such termination or resignation or remedies with respect to such claims. (c) The Purchaser shall timely deliver to the successor the funds in the related Custodial Account, REO Account and the related Escrow Account and the servicing files and related documents and statements held by it hereunder and the Purchaser shall account for all funds. The Purchaser 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 the Purchaser as servicer. The successor shall make arrangements as it may deem appropriate to reimburse the Purchaser for amounts the Purchaser actually expended as servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by the Purchaser pursuant to this Agreement but for the appointment of the successor servicer.or

SUCCESSOR TO PURCHASER. (a) Prior to termination of the Purchaser's responsibilities and duties under this Agreement pursuant to Sections (W) or (Y) of Exhibit M, the Seller shall (i) succeed to and assume all of the Purchaser's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Purchaser as servicer under this Agreement. In connection with such appointment and assumption, the Seller 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 the Purchaser's duties, responsibilities and liabilities as servicer under this Agreement should be terminated pursuant to Sections (W) or (Y) of Exhibit M, the Purchaser 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 Seller or such successor. The termination of the Purchaser as servicer pursuant to Sections (W) or (Y) of Exhibit M shall not become effective until a successor shall be appointed pursuant to this Section 13.17. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller 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 the Purchaser, with like effect as if originally named as a party to this Agreement provided, however, that such successor shall not assume, and the Purchaser shall indemnify -48- such successor for, any and all liabilities arising out of the Purchaser's acts as servicer. Any termination of the Purchaser as servicer pursuant to Sections (W) or (Y) of Exhibit M shall not affect any claims that the Seller may have against the Purchaser arising prior to any such termination or resignation or remedies with respect to such claims. (c) The Purchaser shall timely deliver to the successor the funds in the related Custodial Account, REO Account and the related Escrow Account and the servicing files and related documents and statements held by it hereunder and the Purchaser shall account for all funds. The Purchaser 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 the Purchaser as servicer. The successor shall make arrangements as it may deem appropriate to reimburse the Purchaser for amounts the Purchaser actually expended as servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by the Purchaser pursuant to this Agreement but for the appointment of the successor servicer.