Common use of Assumption or Termination of Sub Clause in Contracts

Assumption or Termination of Sub. Servicing Agreements by -------------------------------------------------------- Trustee. (a) If the Trustee or its designee shall assume the master servicing ------- obligations of the Master Servicer in accordance with Section 8.02, the Trustee, to the extent necessary to permit the Trustee to carry out the provisions of Section 8.02 with respect to the Mortgage Loans, shall succeed to all of the rights and obligations of the Master Servicer under each of the Sub-Servicing Agreements. In such event, the Trustee or its designee as the successor master servicer shall be deemed to have assumed all of the Master Servicer's rights and obligations therein and to have replaced the Master Servicer as a party to such Sub-Servicing Agreements to the same extent as if such Sub-Servicing Agreements had been assigned to the Trustee or its designee as a successor master servicer, except that the Trustee or its designee as a successor master servicer shall not be deemed to have assumed any obligations or liabilities of the Master Servicer arising prior to such assumption and the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreements. (b) In the event that the Trustee or its designee as successor master servicer for the Trustee assumes the servicing obligations of the Master Servicer under Section 8.02, upon the reasonable request of the Trustee or such designee as successor master servicer, the Master Servicer shall at its own expense deliver to the Trustee, or at its written request to such designee, photocopies of all documents and records, electronic or otherwise, relating to the Sub-Servicing Agreements and the related Mortgage Loans or REO Property then being serviced and an accounting of amounts collected and held by it, if any, and will otherwise cooperate and use its reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements, or responsibilities hereunder to the Trustee, or at its written request to such designee as successor master servicer.

Assumption or Termination of Sub. Servicing Agreements by -------------------------------------------------------- Trustee. Trustee In the event the Servicer shall for any reason no longer be the servicer (a) If including by reason of the occurrence of a Event of Default), the Trustee or its designee shall thereupon assume the master servicing ------- obligations of the Master Servicer in accordance with Section 8.02, the Trustee, to the extent necessary to permit the Trustee to carry out the provisions of Section 8.02 with respect to the Mortgage Loans, shall succeed to all of the rights and obligations of the Master Servicer under each of Sub‑Servicing Agreement that the Sub-Servicing AgreementsServicer may have entered into, unless the Trustee elects to terminate any Sub‑Servicing Agreement in accordance with its terms as provided in Section 3.03. In Upon such eventassumption, the Trustee or Trustee, its designee as or the successor master servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed deemed, subject to Section 3.03, to have assumed all of the Master Servicer's rights and obligations ’s interest therein and to have replaced the Master Servicer as a party to such Sub-Servicing Agreements each Sub‑Servicing Agreement to the same extent as if such Sub-Servicing Agreements each Sub‑Servicing Agreement had been assigned to the Trustee or its designee as a successor master servicerassuming party, except that (i) the Trustee or its designee as a successor master servicer shall not be deemed to have assumed any obligations or liabilities of the Master Servicer arising prior to such assumption and the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreements. any Sub‑Servicing Agreement that arose before it ceased to be the Servicer and (bii) In none of the event that the Trustee or Trustee, its designee as or any successor master servicer for the Trustee assumes the servicing obligations Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer under Section 8.02, upon that arose before it ceased to be the reasonable request of the Trustee or such designee as successor master servicer, the Master Servicer. The Servicer shall at its own expense and without reimbursement shall, upon request of the Trustee, deliver to the Trustee, or at its written request to such designee, photocopies of assuming party all documents and records, electronic or otherwise, records relating to the Sub-Servicing Agreements each Sub‑Servicing Agreement and the related Mortgage Loans or REO Property then being serviced and an accounting of amounts collected and held by or on behalf of it, if any, and will otherwise cooperate and use its reasonable best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements, or responsibilities hereunder Sub‑Servicing Agreements to the Trustee, or at its written request to such designee as successor master servicerassuming party.

Assumption or Termination of Sub. Servicing Agreements by -------------------------------------------------------- Trustee. (a) If the Trustee or its designee shall assume the master servicing ------- obligations of the Master Servicer in accordance with Section 8.02, the Trustee, to the extent necessary to permit the Trustee to carry out the provisions of Section 8.02 with respect to the Mortgage Loans, shall succeed to all of the rights and obligations of the Master Servicer under each of the Sub-Servicing Agreements. In such event, the Trustee or its designee as the successor master servicer shall be deemed to have assumed all of the Master Servicer's rights and obligations therein and to have replaced the Master Servicer as a party to such Sub-Sub- Servicing Agreements to the same extent as if such Sub-Servicing Agreements had been assigned to the Trustee or its designee as a successor master servicer, except that the Trustee or its designee as a successor master servicer shall not be deemed to have assumed any obligations or liabilities of the Master Servicer arising prior to such assumption and the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreements. (b) In the event that the Trustee or its designee as successor master servicer for the Trustee assumes the servicing obligations of the Master Servicer under Section 8.02, upon the reasonable request of the Trustee or such designee as successor master servicer, the Master Servicer shall at its own expense deliver to the Trustee, or at its written request to such designee, photocopies of all documents and records, electronic or otherwise, relating to the Sub-Servicing Agreements and the related Mortgage Loans or REO Property then being serviced and an accounting of amounts collected and held by it, if any, and will otherwise cooperate and use its reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements, or responsibilities hereunder to the Trustee, or at its written request to such designee as successor master servicer.