Common use of Transfer of Responsibilities Clause in Contracts

Transfer of Responsibilities. On or after the receipt by the Asset Representations Reviewer of written notice of termination in connection with any occurrence described in clause 12(b) above (the “Termination Notice Date”), the Asset Representations Reviewer agrees to work diligently and in good faith with BBD in effecting the transfer of the responsibilities and rights of the Asset Representations Reviewer under this Agreement and the Indenture to a successor Asset Representations Reviewer. If an instrument of acceptance by a successor Asset Representations Reviewer shall not have been entered into and delivered to BBD within thirty (30) calendar days of the Termination Notice Date, BBD may petition a court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer. Subject to any amounts owed under Section 9 or Section 10, respectively, any and all expenses related to the removal or resignation of ▇▇▇▇▇▇▇ as the Asset Representations Reviewer and the appointment of a successor Asset Representations Reviewer shall be several and not joint and each party hereto working together in good faith shall be responsible for any and all costs such party incurs that arises directly or indirectly out of such resignation, removal and transition to a successor Asset Representations Reviewer, and no party hereto shall look to any other party hereto for purposes of paying or reimbursing such costs or expenses, unless such costs or expenses are directly related to a specific request made by one party to the other and the party satisfying the requests provides adequate prior notice to the party making the requests that in order to fulfill such request reasonable payment or reimbursement will be required. Upon the acceptance and appointment of a successor Asset Representations Reviewer, all authority, power, obligations and responsibilities of ▇▇▇▇▇▇▇ as the Asset Representations Reviewer under this Agreement and the Indenture shall, unless otherwise expressly stated herein, be terminated.