Common use of Successor to Seller Clause in Contracts

Successor to Seller. Prior to termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller'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 Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 and the remedies available to the Purchaser under Section 4.03, it being understood and agreed that the provisions of such Sections 4.01, 4.02 and 4.03 shall be applicable notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08.

Successor to Seller. Prior to termination of the Seller's ’s responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller's ’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) through (iii) of Section 9.01 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's ’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 and the remedies available to the Purchaser under Section 4.03, it being understood and agreed that the provisions of such Sections 4.01, 4.02 and 4.03 shall be applicable notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's ’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's ’s responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's ’s actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's ’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08.

Successor to Seller. Prior to termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.0513.04, 10.0114.01 or 15.01(b), 11.01 Purchaser shall (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (ia) succeed to and assume all of the Seller's responsibilities, rights, duties and obligations under this AgreementAgreement and the Subservicing Agreements, or (iib) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement simultaneously with and the Subservicing Agreements prior to the termination of Seller'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; provided, however, that no such compensation shall be in excess of that permitted Seller under this Agreement without the consent of Purchaser. In the event that the Seller's duties, responsibilities and liabilities under this Agreement should shall be terminated pursuant to the aforementioned sectionsSections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections Sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 Sections 6.01 and 6.02 and the remedies available to the Purchaser under Section 4.036.03, it being understood and agreed that the provisions of such Sections 4.016.01, 4.02 6.02, 6.03 and 4.03 6.04 shall be applicable to Seller notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.0513.04, 10.01, 11.01 14.01 or 11.02 15.01 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall promptly deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08appointment.

Successor to Seller. Prior to termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.0513.04, 10.0114.01 or 15.01(b), 11.01 Purchaser shall (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (ia) succeed to and assume all of the Seller's responsibilities, rights, duties and obligations under this AgreementAgreement and the Subservicing Agreements, or (iib) appoint a successor which shall succeed to all rights and assume all of the responsibilitiesresponsi-bilities, duties and liabilities of the Seller under this Agreement simultaneously with and the Subservicing Agreements prior to the termination of Seller'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; provided, however, that no such compen-sation shall be in excess of that permitted Seller under this Agreement without the consent of Purchaser. In the event that the Seller's duties, responsibilities responsibili-ties and liabilities under this Agreement should shall be terminated pursuant to the aforementioned sectionsafore-mentioned Sections, the Seller shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination termin-ation 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections Sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 Sections 6.01 and 6.02 and the remedies available to the Purchaser under Section 4.036.03, it being understood and agreed that the provisions of such Sections 4.016.01, 4.02 6.02 and 4.03 6.03 shall be applicable to Seller notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.0513.04, 10.01, 11.01 14.01 or 11.02 15.01 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall promptly deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilitiesrespon-sibilities, obligations and liabilities of Seller. The successor shall make arrangements as it may deem appropriate to reimburse Seller for unreimbursed Monthly Advances and Servicing Advances and unpaid Servicing Fees which the Sellersuccessor retains hereunder and which would otherwise have been recovered by Seller pursuant to this Agreement but for the appointment of the successor servicer. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08appointment.

Successor to Seller. Prior to termination of the Seller's ’s responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller's ’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 Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's ’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section Sections 4.01 or Section and 4.02 and the remedies available to the Purchaser under Section 4.03, it being understood and agreed that the provisions of such Sections 4.01, 4.02 4.02, and 4.03 shall be applicable to the Seller notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 thirty (30) days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's ’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's ’s responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's ’s actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds Funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon the appointment of a successor servicer to the Seller following to the Seller’s termination under Section 11.02 hereof, the Seller shall be reimbursed for unreimbursed Servicing Advances and Monthly Advances and unpaid Servicing Fees which would otherwise have been recovered by the Seller pursuant to this Agreement but for the appointment of such successor servicer. Upon a successor's ’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.0812.05.

Successor to Seller. Prior to termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller'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 Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section Sections 4.01 or Section and 4.02 and the remedies available to the Purchaser under Section 4.03, it being understood and agreed that the provisions of such Sections 4.01, 4.02 4.02, and 4.03 shall be applicable to the Seller notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 thirty (30) days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds Funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon the appointment of a successor servicer to the Seller following to the Seller's termination under Section 11.02 hereof, the Seller shall be reimbursed for unreimbursed Servicing Advances and Monthly Advances and unpaid Servicing Fees which would otherwise have been recovered by the Seller pursuant to this Agreement but for the appointment of such successor servicer. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.0812.05.

Successor to Seller. Prior to termination Seller and Buyer agree and acknowledge that after Closing of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.05transactions contemplated in the Agreement, 10.01Seller shall not transfer any material portion of its assets or capital (including without limitation the Purchase Price paid by Buyer), 11.01 (ii) except for transfer of some or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller's responsibilitiesassets or capital (including the Purchase Price paid by Buyer) to a charitable foundation to be established by Seller or to another appropriate charitable successor to Seller upon terms approved in advance by the Attorney General of the Commonwealth of Massachusetts ("Attorney General"). Prior to and as a condition precedent to any such transfer, rights, duties any such foundation or successor of Seller shall have (i) specifically assumed in a writing acceptable to Buyer all rights and obligations under of Seller (including without limitation indemnification obligations, duties, covenants and liabilities) pursuant to the Agreement and this First Amendment and other agreements referred to herein or delivered by or on behalf of Seller at Closing (including without limitation joining in the Non-Competition Agreement referred to in SECTION 10.13 and in the form of EXHIBIT D of the Agreement, or ); and (ii) appoint given reasonable assurance to Buyer in a successor which shall succeed writing acceptable to Buyer that transfer of any material part of such foundation's or successor's assets or capital (including the Purchase Price) will not occur. In addition to all other rights and assume all remedies of the responsibilitiesBuyer for breach of this SECTION 7, duties and liabilities of the Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's duties, responsibilities and liabilities under this Agreement should be terminated pursuant notwithstanding anything to the aforementioned sectionscontrary, if any, contained in the Seller 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, Buyer shall be entitled to preliminary and shall take no action whatsoever that might impair permanent injunctive relief restraining Seller from doing or prejudice continuing to do any act in violation of this SECTION 7 and ordering Seller to cause its successor to assume fully the rights or financial condition obligations of its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to Agreement and this Section 12.01 and shall Amendment as required in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 this SECTION 7 without showing or Section 4.02 and the remedies available to the Purchaser under Section 4.03proving any actual damage sustained by Buyer, it being understood acknowledged and agreed by the parties that the provisions of such Sections 4.01, 4.02 and 4.03 shall be applicable notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination a breach of this Agreement. Within 30 days of the appointment of SECTION 7 by Seller will cause irreparable injury to Buyer for which money damages will not provide a successor entity by the Purchaser, the Seller shall prepare, execute total and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08adequate remedy.

Successor to Seller. Prior to termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.0513.04, 10.0114.01 or 15.01(b), 11.01 Purchaser shall (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (ia) succeed to and assume all of the Seller's responsibilities, rights, duties and obligations under this Agreement, Agreement or (iib) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement simultaneously with prior to the termination of Seller'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; provided, however, that no such compensation shall be in excess of that permitted Seller under this Agreement without the consent of Purchaser. In the event that the Seller's duties, responsibilities and liabilities under this Agreement should shall be terminated pursuant to the aforementioned sectionsSections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections Sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 Sections 6.01 and 6.02 and the remedies available to the Purchaser under Section 4.036.03, it being understood and agreed that the provisions of such Sections 4.016.01, 4.02 6.02 and 4.03 6.03 shall be applicable to Seller notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.0513.04, 10.01, 11.01 14.01 or 11.02 15.01 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall promptly deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08appointment.

Successor to Seller. Prior to Simultaneously with the termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.056.01, 10.01, 11.01 (ii) 8.03 or pursuant to Section 11.02 after the 30 day period has expired11.01, the Purchaser Master Servicer shall, in accordance with the provisions of the Trust Agreement (i) succeed to and assume all of the Seller's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor meeting the eligibility requirements of this Agreement, and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement simultaneously with the termination of the Seller's responsibilities, duties and liabilities under this Agreement. Any successor to the Seller that is not at that time a servicer of other mortgage loans for the Trust Fund shall be subject to the approval of the Master Servicer, Xxxxxx Brothers Holdings Inc., the Trustee and each Rating Agency (as such term is defined in the Trust Agreement). Unless the successor servicer is at that time a servicer of other mortgage loans for the Trust Fund, each Rating Agency must deliver to the Trustee a letter to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Purchaser Master Servicer or Xxxxxx Brothers Holdings Inc., as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Seller under this Agreement. In the event that the Seller's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 12.11 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 Article X, and the remedies available to the Purchaser Trust Fund under Section 4.03, it being understood and agreed that 2(g) of the provisions of such Sections 4.01, 4.02 and 4.03 Regulation AB Compliance Addendum shall be applicable to the Seller notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity by the Purchaserentity, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser Trustee and the Master Servicer, as applicable, and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Sellerservicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or any Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Seller and to the Purchaser Master Servicer an instrument (i) accepting such appointment, wherein the successor shall make an assumption of the representations due and warranties set forth in Section 4.01punctual performance and observance of each covenant and condition to be performed and observed by the Seller under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05Sections 6.01, 10.01, 8.03 or 11.01 or 11.02 shall not affect any claims that any Purchaser the Master Servicer or the Trustee may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to within three (3) Business Days of the appointment of a successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Servicing Files and related documents and statements held by it hereunder to the successor servicer and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser Trustee and Master Servicer of such appointment in accordance with the notice procedures set forth herein. Except as otherwise provided in Section 12.08this Agreement, all reasonable costs and expenses incurred in connection with any transfer of servicing hereunder (whether as a result of termination or removal of the Seller or resignation of the Seller or otherwise), including, without limitation, the costs and expenses of the Master Servicer or any other Person in appointing a successor servicer, or of the Master Servicer in assuming the responsibilities of the Seller hereunder, or of transferring the Servicing Files and the other necessary data to the successor servicer shall be paid by the terminated, removed or resigning Seller from its own funds without reimbursement.

Successor to Seller. Prior to termination of the Seller's ’s responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller's ’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 Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's ’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 and the remedies available to the Purchaser under Section 4.03, it being understood and agreed that the provisions of such Sections 4.01, 4.02 and 4.03 shall be applicable notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's ’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's ’s responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's ’s actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's ’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08.

Successor to Seller. Prior to termination of the Seller's responsibilities and duties under this Agreement pursuant to Sections 8.05, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 30 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Seller'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 Seller under this Agreement simultaneously with the termination of Seller'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 the Seller's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Seller 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 its successor. The resignation or removal of the Seller pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Seller of the representations and warranties made pursuant to Section 4.01 or Section 4.02 and the remedies available to the Purchaser under Section 4.03, it being understood and agreed that the provisions of such Sections 4.01, 4.02 and 4.03 shall be applicable notwithstanding any such sale, assignment, resignation or termination of the Seller, or the termination of this Agreement. Within 30 days of the appointment of a successor entity by the Purchaser, the Seller shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of the Mortgage Notes and related documents. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor Seller, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 4.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or termination of this Agreement pursuant to Section 8.05, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Seller arising out of the Seller's actions or failure to act prior to any such termination or resignation. The Seller shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.08.