Common use of Assumption by Trustee Clause in Contracts

Assumption by Trustee. (a) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Master Servicer Default under this Agreement), the Trustee shall have the right to appoint a Successor Master Servicer, who shall assume all of the Master Servicer’s rights, duties and obligations hereunder. Until such Successor Master Servicer is appointed, the Trustee shall assume all of the rights and obligations of the Master Servicer hereunder (including the right to receive the Master Servicing Fee hereunder) in accordance with Section 4.17(a); provided, however, the Trustee shall not be required to make any of the representations or warranties in Section 3.01 hereof. The Trustee, its designee or any Successor Master Servicer appointed by the Trustee shall be deemed to have assumed all of the Master Servicer’s interest herein. The Trustee shall determine the Master Servicing Fee Rate applicable to a Successor Master Servicer (other than the Trustee in such capacity), such Master Servicing Fee Rate not to exceed the Maximum Master Servicing Fee Rate. (b) In the event the Master Servicer is terminated, the Master Servicer shall, (i) upon request of the Trustee but at the expense of such Master Servicer, timely deliver to the assuming party all documents and records (including, without limitation, computer tapes, disks and other electronic or magnetic media, in each case in readable format) in its possession relating to each Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient assumption of its duties as Master Servicer to the assuming party and (ii) make such reimbursements as are required under Section 4.08(x) hereof. (c) The Master Servicer shall be entitled to terminate the rights and obligations of the Seller under the applicable Servicing Agreement, to the extent provided therein, in accordance with the terms and conditions of such Servicing Agreement and this Agreement. In such event, the applicable Servicer shall assume such rights and obligations to the extent provided in the applicable Servicing Agreement.

Assumption by Trustee. (a) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Master Servicer Default under this Agreement), the Trustee shall have the right to appoint a Successor Master Servicer, who shall assume all of the Master Servicer’s rights, duties and obligations hereunder. Until such Successor Master Servicer is appointed, the Trustee shall assume all of the rights and obligations of the Master Servicer hereunder (including the right to receive the Master Servicing Fee hereunder) in accordance with Section 4.17(a); provided, however, the Trustee shall not be required to make any of the representations or warranties in Section 3.01 hereof. The Trustee, its designee or any Successor Master Servicer appointed by the Trustee shall be deemed to have assumed all of the Master Servicer’s interest herein. The Trustee shall determine the Master Servicing Fee Rate applicable to a Successor Master Servicer (other than the Trustee in such capacity), such Master Servicing Fee Rate not to exceed the Maximum Master Servicing Fee Rate. (b) In the event the Master Servicer is terminated, the Master Servicer shall, (i) upon request of the Trustee but at the expense of such Master Servicer, timely deliver to the assuming party all documents and records (including, without limitation, computer tapes, disks and other electronic or magnetic media, in each case in readable format) in its possession relating to each Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient assumption of its duties as Master Servicer to the assuming party and (ii) make such reimbursements as are required under Section 4.08(x) hereof. (c) The Master Servicer shall be entitled to terminate the rights and obligations of the Seller under the applicable Servicing Agreement, to the extent provided therein, in accordance with the terms and conditions of such Servicing Agreement and this Agreement. In such event, the applicable Servicer shall assume such rights and obligations to the extent provided in the applicable Servicing Agreement.

Assumption by Trustee. (a) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Master Servicer Default under this Agreement), the Trustee shall have the right to appoint a Successor Master Servicer, who shall assume all of the Master Servicer’s rights, duties and obligations hereunder. Until If no such Successor Master Servicer is appointedappointed within 60 days, the Trustee shall thereupon assume all of the rights and obligations of the Master Servicer hereunder (including the right to receive the Master Servicing Fee hereunder) in accordance with Section 4.17(a); provided, however, the Trustee shall not be required to make any of the representations or warranties in Section 3.01 hereof. The Trustee, its designee or any Successor Master Servicer appointed by the Trustee shall be deemed to have assumed all of the Master Servicer’s interest herein. The Trustee shall determine the Master Servicing Fee Rate applicable to a Successor Master Servicer (other than the Trustee in such capacity), such Master Servicing Fee Rate not to exceed the Maximum Master Servicing Fee Rate. (b) In the event the Master Servicer is terminated, the Master Servicer shall, (i) upon request of the Trustee but at the expense of such Master Servicer, timely deliver to the assuming party all documents and records (including, without limitation, computer tapes, disks and other electronic or magnetic media, in each case in readable format) in its possession relating to each Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient assumption of its duties as Master Servicer to the assuming party and (ii) make such reimbursements as are required under Section 4.08(x) hereof. (c) The Master Servicer shall be entitled to terminate the rights and obligations of the Seller under the applicable Servicing Agreement, to the extent provided therein, in accordance with the terms and conditions of such Servicing Agreement and this Agreement. In such event, the applicable Servicer shall assume such rights and obligations to the extent provided in the applicable Servicing Agreement.