Common use of Successor Servicer Clause in Contracts

Successor Servicer. If Backup Servicer is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by the Seller or any Subservicer. the Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to MortgagorsCustomers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Loan Documents for Purchased Loan documents Loans and other related documents and statements held by it or any Subservicer 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent Buyer to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent the Buyer and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup (a) After receipt by SPS of a Servicer is Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.106.4, all authority and power of SPS as Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Seller Agent is hereby authorized and empowered (in its capacity as Servicer hereunderupon the failure of SPS to cooperate) shall, and shall cause each Subservicer, subject until termination of this Agreement pursuant to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, Section 4.8 to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and deliver, on behalf of SPS as attorney-in-fact or otherwise, all documents and other instruments upon the failure of SPS to execute or deliver such documents or instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) SPS agrees to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup such Successor Servicer in effecting the transfer termination of the responsibilities and rights of SPS to conduct servicing responsibilities to Backup Servicerhereunder, including execution and delivery of servicing transfer notices to Mortgagorsincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to Backup such Successor Servicer for administration by it of all Income authority of SPS to service the Receivables (and the Purchased Interest therein) provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by SPS for deposit, or which shall thereafter be received with respect to the Receivables. (c) SPS shall promptly transfer its electronic records (i.e. its computer tapes and disks on which data relating to the Receivables is stored but, subject to this subsection (c), excluding computer hardware and proprietary or licensed software) relating to the Receivables (and the Purchased Loans which Interest therein) to the successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall at promptly transfer to the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Successor Servicer all Purchased Loan other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and related documents and statements held by it or at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require SPS to disclose to the Successor Servicer information of any Subservicer hereunder and Seller kind which SPS reasonably deems to be confidential, the Successor Servicer 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 enter into such customary licensing and definitively vest in Backup confidentiality agreements as SPS shall deem necessary to protect its interest. In addition, the Servicer all such rightsshall use reasonable efforts to arrange, powers, duties, responsibilities, obligations and liabilities of Seller as servicer to the satisfaction of the Purchased Loans.Agent, such amendments to licenses of computer software as are necessary or desirable to permit the Agent to effect such transfer of servicing. Section 6.4

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.by

Successor Servicer. If Backup Servicer is appointed In furtherance and not in limitation of the rights of the Collateral Agent set forth in this Section 13, the Collateral Agent may, with respect to Servicing Rights Collateral, in addition to any other rights it may have, do one or more of the following, subject to the terms of any relevant Servicing Contract and any acknowledgement agreement between the Collateral Agent and any party to a Servicing Contract: (i) succeed the Pledgor as servicer of any or all of the Mortgage Loans covered thereby as absolute assignee thereof and not merely as security; (ii) appoint a third party as successor servicer of any or all of the Mortgage Loans covered thereby; (iii) sell to a third party or itself or otherwise transfer the Pledgor's right, title, interest and obligations thereunder, including the right to hold the escrow deposits; or (iv) require the Pledgor, notwithstanding any action taken by the Administrative Collateral Agent under clause (iii), to act remain as servicer of any or all of the Mortgage Loans covered thereby. The Collateral Agent's rights under clauses (i), (ii) and (iii) of this Section 13(b) shall respectively include, to the extent permitted under the applicable Servicing Contract, the applicable Guidelines and any acknowledgement agreement between the Collateral Agent and any party to a Servicing Contract, the right to succeed the Pledgor as servicer, appoint a successor servicer or transfer any or all Servicing Contracts in the event that the Pledgor, or any successor to the Pledgor in bankruptcy or similar proceedings, rejects any such Servicing Contracts. As successor servicer under clause (i), the Collateral Agent shall notify all interested Persons thereof and take such further action as it shall deem necessary or appropriate. Upon the Collateral Agent (x) succeeding the Pledgor as servicer under clause (i), (y) appointing a third party as a successor servicer of any or all of the Purchased Mortgage Loans pursuant to Section 19.10covered by any Servicing Contracts under clause (ii), or (z) transferring any of the Pledgor's rights, title, interest and obligations under clause (iii), the Seller Pledgor shall have no further rights under or with respect to the Servicing Contracts (or to such rights, title, interest or obligations in the case of a transfer under clause (iii)), to any other documents pertaining thereto or to the related escrow deposits. Upon the exercise by the Collateral Agent of any option hereunder, the Pledgor shall (i) upon request of the Collateral Agent, deliver to the Collateral Agent all escrow deposits and other deposits in its capacity as Servicer hereunderpossession or under its control and (ii) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof cooperate with the same degree of diligence and prudence Collateral Agent in every respect in effecting such succession. In the event that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair the Collateral Agent or prejudice the rights or financial condition of Backup Servicer. Within five Business Days any appointee of the appointment of Backup Servicer to act Collateral Agent succeeds the Pledgor as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and or all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documentsLoans covered by any Servicing Contracts, the Collateral Agent or the appointee, as the case may be, shall only assume those obligations which a successor servicer of such Mortgage Loans is obligated to assume; provided that neither the Collateral Agent nor its appointee shall be liable for any failure of the Pledgor to perform its obligations relating to any Servicing Contracts or for any other breach thereof. Nothing contained in this Section 13 shall be construed as an assumption by the Collateral Agent, the Agent, any other Principal or any of their respective appointees of any liability of the Pledgor with respect to any of the Collateral, and the preparation Pledgor shall be and recordation of assignments of Mortgage. Seller shall (remain responsible, on a joint and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicerseveral basis, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loansliabilities.

Successor Servicer. If Backup Servicer is appointed by Upon the Administrative Agent to act as a successor servicer Servicer's receipt of the Purchased Loans notice of termination pursuant to Section 19.108.1 or resignation pursuant to Section 7.5, the Seller (Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no action whatsoever such notice of termination or resignation had been given. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution (x) having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and (y) whose regular business shall include the servicing of automobile receivables, as successor Servicer under this Agreement; provided, that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup any such successor Servicer is required to act satisfy the Rating Agency Condition. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless the Indenture Trustee shall be prohibited by law from so acting, the Indenture Trustee shall not be relieved of its duties as successor servicer Servicer under this Section 8.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loansunder this Agreement.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans. Section 20.

Successor Servicer. If Backup Servicer is appointed by the Administrative Agent and Syndication Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup Servicer. Within five (5) Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Notwithstanding the Backup Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of the Seller as Servicer, or any successor Servicer, under this Agreement arising on and after the Assumption Date, the Backup Servicer is appointed by the Administrative Agent shall not be deemed to act as a successor servicer of the Purchased Loans pursuant have assumed or to Section 19.10become liable for, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under or otherwise have any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer liability for any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and or liabilities of (i) the Seller as servicer or any other Servicer arising on or before the Assumption Date, whether provided for by the terms of this Agreement, arising by operation of law or otherwise, including, without limitation, any liability for any duties, responsibilities, obligations or liabilities of the Purchased LoansSeller or any other Servicer arising on or before the Assumption Date under SECTION 4.7 or 9.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of the Seller or any other Servicer therefor arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise, or (ii) under SECTION 9.2(a)(ii), (iv) or (v). Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Trustee or the Noteholder may petition a court of competent jurisdiction to appoint any Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to SECTION 9.6, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION 9.6. If upon the termination of the Servicer pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION 9.6, the Noteholder appoints a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder.

Successor Servicer. If Backup Servicer is appointed On and after the receipt by the Administrative Agent Servicer of a notice designating a new Servicer pursuant to act as Section 2.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such notice or otherwise specified by the Trustee (pursuant to the written direction of the Required Noteholders) in writing. The Trustee, upon the written direction of the Required Noteholders in their sole discretion at the time described in the immediately preceding sentence, shall appoint a successor servicer as the Servicer hereunder, and such successor Servicer shall on such date assume all obligations of the Purchased Loans pursuant Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to Section 19.10and be vested in such successor Servicer; provided, however, that any successor Servicer which is not an Affiliate of Cofina Financial, LLC shall not (i) be responsible or liable for any past actions or omissions of any prior Servicer or (ii) be obligated to service in accordance with the Credit Manual but shall instead be obligated to service in accordance with a market and prudent standard. Upon its appointment as successor to the Servicer, the Seller (successor Servicer shall be the successor in its capacity as all respects to the Servicer hereunder) shall, and shall cause each Subservicer, subject with respect to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise functions under this Agreement, shall assume all servicing duties hereunder and shall take no action whatsoever that might impair or prejudice be subject to all the rights or financial condition of Backup responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to such successor Servicer. Within five Business Days All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the appointment of Backup Servicer under this Agreement and shall pass to act as and be vested in the successor servicer Servicer and, without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Purchased LoansServicer, Seller shallas attorney-in-fact or otherwise, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees at its expense to Backup Servicer, including but not limited cooperate with the successor Servicer and to take all actions required to effectuate the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral and to take all such action and provide all such information required to effectuate the prompt transitioning of the Servicer to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup successor Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Upon the occurrence of either of the events described in clauses (i) and (ii) of the immediately-preceding sentence, the Agent shall have the option to appoint CIT Group/Sales as Successor Servicer is appointed hereunder, and CIT Group/Sales agrees to accept such appointment if so made by the Administrative Agent to act as a successor servicer Agent. If either of the Purchased Loans pursuant to Section 19.10events described in clauses (i) and (ii) of the second immediately-preceding sentence shall occur and the Agent shall not exercise its option described in the immediately-preceding sentence, then, provided that, at such time (x) CIT Group/Sales shall not be in default of its obligations and duties contained herein, (y) no Limited Servicer Termination Event shall have occurred and (z) CIT Group/Sales shall be an Eligible Sub-Servicer, the Seller Agent shall be required to negotiate with CIT Group/Sales, on an exclusive basis, for a period of 10 days in an effort to reach an agreement whereby CIT Group/Sales shall become the Successor Servicer hereunder. If CIT Group/Sales shall become the Successor Servicer hereunder, then (A) CIT Group/Sales shall perform, and be responsible for, all covenants, obligations, duties, liabilities, representations and warranties of Servicer hereunder and (B) there shall no longer be a Sub-Servicer under this Agreement and, in such case, all covenants, obligations, duties, liabilities, representations and warranties which were theretofore covenants, obligations, duties, liabilities, representations and warranties of the Sub-Servicer hereunder shall become covenants, obligations, duties, liabilities, representations and warranties of CIT Group/Sales, in its capacity as Successor Servicer hereunder) shall, and shall cause each Subservicerall rights, subject to such Subservicer’s rights under any applicable Servicing Agreementbenefits and privileges which were theretofore rights, benefits and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup Servicer. Within five Business Days privileges of the appointment of Backup Sub-Servicer to act as successor servicer of the Purchased Loans, Seller shall, and hereunder shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such become rights, powersbenefits and privileges of CIT Group/Sales, duties, responsibilities, obligations and liabilities of Seller in its capacity as servicer of the Purchased LoansSuccessor Servicer hereunder.

Successor Servicer. If Backup The Servicer is appointed by shall cooperate with the Administrative Agent to act as a successor servicer Indenture Trustee and any Successor Servicer in effecting (1) the termination of the Purchased Loans pursuant to Section 19.10Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the Seller (in its capacity as Servicer hereunder) shallassignment of the servicing functions, if required, and shall cause each Subservicerproviding the Indenture Trustee and Successor’ Servicer, subject to such Subservicer’s rights under any applicable Servicing Agreementas applicable, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and records in electronic or other instruments, place in such successorform reasonably requested by it to enable it to perform the Servicer’s possession all Servicing Records, functions hereunder and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to2) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it the Indenture Trustee or such Successor Servicer, as applicable, of all Income with respect to the Purchased Loans amounts which shall at the time be held or should have been deposited by the Servicer in the Collection Account and any other account or fund maintained with respect to the Class A Notes or thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused solely by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Servicer to cooperate as required by this Indenture, (iii) the failure of the Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Indenture or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer; provided that the Successor Servicer uses its commercially reasonable best efforts (1) to have the predecessor Servicer deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have been delivered; provided further that the Indenture Trustee or any other Successor Servicer shall institute and prosecute legal actions against the predecessor Servicer as and if directed by the Insurer, at the Insurer’s expense. The Successor Servicer will not be responsible for delays attributable solely to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Successor Servicer; provided that the Successor Servicer uses its commercially reasonable best efforts (1) to have the predecessor Servicer deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have been delivered. The Successor Servicer will make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to the Successor Servicer, all necessary servicing files and records, including (as deemed necessary by the Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Mortgage Loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the Successor Servicer, reflecting all applicable Mortgage Loan information. The Successor Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results solely from the Successor Servicer acting in accordance with information prepared or supplied by the predecessor Servicer (or the Indenture Trustee if the Successor Servicer is not an Affiliate of the Indenture Trustee) or the failure of the predecessor Servicer (or the Indenture Trustee if the Successor Servicer is not an Affiliate of the Indenture Trustee) to prepare or provide such information. The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by the predecessor Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Servicer), (ii) for any inaccuracy or omission in a notice or communication received by Seller the Successor Servicer from the predecessor Servicer, the Issuer, or the Indenture Trustee (except to the extent any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and 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 Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer Person is an Affiliate of the Purchased Loans.Successor Servicer), or (iii) which is solely due to or results from the invalidity or unenforceability of any Mortgage Loan under applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan. Any such Successor Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. 86

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that 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 Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer 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 Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Upon the occurrence of any Servicer is Event of Default, the Termination Date, or any Event of Default, the Collateral Agent may shall (i) if so directed by the Administrative Agent, designate a new Servicer for purposes of liquidating the facility and give notice to Servicer that a new Servicer has been designated for such purposes or (ii) if so directed by the Administrative Agent, give notice to Servicer that no new Servicer has been appointed by the Administrative Collateral Agent to act as a successor servicer and that the Collateral Agent will assume all of the Purchased Loans rights and responsibilities of the Servicer hereunder for purposes of liquidating the facility. Upon receipt by Servicer of such any notice in accordance with clause (i) or (ii) above, it shall terminate its activities as Servicer hereunder in a manner that the Collateral Agent believes will facilitate the transition of the performance of such activities to a new Servicer or the Collateral Agent, as the case may be. Any new Servicer must agree in writing to perform the duties and obligations of the "Servicer" pursuant to Section 19.10, the Seller (terms hereof. The Collateral Agent shall provide each Rating Agency with notice of any change in its capacity as the Servicer. The Servicer hereunder) shall, and shall cause each Subservicer, subject hereby agrees to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof cooperate with the same degree of diligence Collateral Agent and prudence that 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 Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as any successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer appointed in accordance herewith in effecting the termination and transfer of servicing the responsibilities and rights of the Servicer hereunder to Backup the Collateral Agent or any successor to the Servicer, including execution and delivery of servicing transfer notices to Mortgagorsincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to Backup Servicer the Collateral Agent or to the successor to the Servicer, as applicable, for administration by it of all Income with respect to the Purchased Loans Cash which shall at the time be held by the Servicer or thereafter received with respect to the Assets Pool. In addition, upon the appointment of any successor Servicer or the assumption by Seller the Collateral Agent of the Servicer's rights and responsibilities hereunder, the Servicer shall obtain and/or assign to the Collateral Agent or such successor any license or approval required for the use of any program used by the Servicer in the servicing of the Assets Pool. The Servicer hereby designates the Collateral Agent or any Subservicer. Seller shall deliver immediately successor to Backup the Servicer all Purchased Loan documents as its agent and related documents attorney-in-fact to execute transfers of financing statements and statements held by it any other filings or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver instruments which may be necessary or advisable to effect such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer transfer of the Purchased LoansServicer's responsibilities and rights hereunder.