Successor to Servicer. Prior to termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 9.04, 10.01, 11.01(ii) or 11.02, the Master Servicer shall (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under this Agreement or (ii) appoint a successor having the characteristics set forth in clauses (i) and (ii) of Section 9.02 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement prior to the termination of the Servicer's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Master Servicer 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 Servicer's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Servicer 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 Servicer 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 Servicer of the representations and warranties made pursuant to Sections 3.01 and the remedies available to the Owner under Section 3.02, it being understood and agreed that the provisions of such Sections 3.01 and 3.02 shall be applicable to the Servicer notwithstanding any such sale, assignment, resignation or termination of the Servicer, 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, the Servicer 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. The Servicer shall cooperate with the Owner and the Master Servicer, as applicable, and such s...
Successor to Servicer. 48 Section 12.02 Amendment....................................................................................50 Section 12.03
Successor to Servicer. If the Servicer is terminated or resigns under the terms of the Servicing Agreement, a successor servicer shall be entitled to terminate this Agreement without the payment of any fees or expenses, provided, however, that this shall not limit the recourse of the Sub-Servicer against the Servicer for the payment of any termination fees or expenses under any sub-servicing agreement.
Successor to Servicer. (a) The Indenture Trustee, in its capacity as successor to the Servicer, shall perform such duties and only such duties as are specifically set forth in this Agreement and each Related Document with respect to the assumption of any servicing duties and no implied covenants or obligations shall be read into this Agreement against the Indenture Trustee.
Successor to Servicer. 32 Section 12.02 Amendment ........................................................... 33 Section 12.03 Governing Law; Jurisdiction; Waiver of Jury Trial ................... 33 Section 12.04
Successor to Servicer. 55 Section 13.02 Amendment.........................................................................................56 Section 13.03 Governing Law; Jurisdiction; Waiver of Jury Trial.................................................56 Section 13.04 Duration of Agreement.............................................................................57 Section 13.05 Notices...........................................................................................57 Section 13.06 Severability of Provisions........................................................................58 Section 13.07 Entire Agreement..................................................................................59 Section 13.08 Relationship of Parties...........................................................................59 Section 13.09 Counterparts......................................................................................59 Section 13.10 Successors and Assigns............................................................................59 Section 13.11 Assignment by Purchaser...........................................................................59 Section 13.12 No Waiver; Cumulative Remedies....................................................................59 Section 13.13 Further Assurances................................................................................60 Section 13.14 Effect of Headings; Cross-References..............................................................60
Successor to Servicer. (a) Subject to the prior written consent of Owner, which consent shall not be unreasonably withheld, Servicer may assign all or substantially all of its rights and delegate all or substantially all of its duties and obligations under this Servicing Agreement; provided that the Person accepting such assignment or delegation shall be a Person which (i) is qualified to service Contracts and (ii) is willing to service the Contracts and executes and delivers to the Owner an agreement, in form and substance satisfactory to Owner, which makes and affirms all the representations, warranties and covenants on behalf of the proposed successor servicer contained herein and contains an express assumption by such Person of the due and punctual performance and observance of all covenants, conditions and obligations to be performed or observed by the Servicer under this Servicing Agreement. In the case of any permitted assignment and delegation hereunder, the Servicer shall be released from future obligations under this Servicing Agreement only upon the completion of all actions required to be taken under this Section 9.3; provided the Servicer shall remain liable for all liabilities and obligations theretofore incurred by it as Servicer hereunder and hereby indemnifies and agrees to hold harmless and defend such successor servicer and its directors, officers, employees, agents, representatives and controlling Persons from and against all claims, demands, actions, losses, damages, penalties, fines, forfeitures, judgments, arbitral awards and any other costs, fees, charges and expenses that in any way relate to or arise out of the Servicer's performed services hereunder.
Successor to Servicer. (a) The Backup Servicer, in its capacity as successor to the Servicer, shall perform such duties and only such duties as are specifically set forth in this Agreement with respect to the assumption of any servicing duties, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer.
Successor to Servicer. (a) The Trust Collateral Agent, in its capacity as successor to the Servicer, shall perform such duties and only such duties as are specifically set forth in this Agreement with respect to the assumption of any servicing duties, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer and no implied covenants or obligations shall be read into this Agreement against the Trust Collateral Agent.
Successor to Servicer. 75 ARTICLE XI Termination
