Indenture Trustee to Act. (a) From and after the date the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer or (ii) if the Indenture Trustee is legally unable so to act, subject to the rights of Txxxxxxxx under Section 3.33 hereof, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the appointment of any such successor Master Servicer shall not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by each Rating Agency as evidenced by a letter to such effect from each Rating Agency. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.19. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Indenture Trustee pursuant to Section 8.05, nor shall any successor Master Se...
Indenture Trustee to Act. If the Issuer fails to enforce the purchase or substitution obligations of the Company under the Contract Acquisition Agreement in accordance with clause (b) above, the Indenture Trustee is hereby appointed attorney-in-fact to act on behalf of and in the name of the Issuer to require such purchase or substitution.
Indenture Trustee to Act. Solely with Consent of the Insurer. Unless an Insurer Default has occurred and is continuing, the Indenture Trustee shall not agree to any amendment pursuant to Section 12.01 or terminate the Servicer pursuant to Section 7.01, in each case without the prior written consent of the Insurer (which consent shall not be unreasonably withheld).
Indenture Trustee to Act. Solely with Consent of the Controlling Party. The Indenture Trustee shall not, without the Controlling Party's consent or unless directed by the Controlling Party:
(a) terminate the rights and obligations of the Servicer as Servicer pursuant to Section 9.01 hereof;
(b) agree to any amendment pursuant to Section 13.02 hereof; or
(c) undertake any litigation. The Controlling Party may, in writing and in its sole discretion renounce all or any of its rights under Sections 9.04 or 9.05 or any requirement for the Controlling Party's consent for any period of time.
Indenture Trustee to Act. Solely with Consent of the Note Purchaser. The Indenture Trustee shall not, without the Note Purchaser's consent or unless directed by the Note Purchaser:
(a) terminate the rights and obligations of the Servicer as servicer pursuant to Section 9.01 hereof;
(b) agree to any amendment pursuant to Section 12.03 hereof; or
(c) undertake any litigation for the benefit of the Noteholders. The Note Purchaser may, in writing and in its sole discretion renounce all or any of its rights under this Section 9.05 or any requirement for the Note Purchaser's consent for any period of time.
Indenture Trustee to Act. Solely with Consent of the Initial Purchaser. The Indenture Trustee shall not, without the Initial Purchaser's consent or unless directed by the Initial Purchaser:
(a) terminate the rights and obligations of the Servicer as Servicer pursuant to Section 9.01 hereof;
(b) agree to any amendment pursuant to Section 12.03 hereof; or
(c) undertake any litigation. The Initial Purchaser may, in writing and in its sole discretion renounce all or any of its rights under this Section 9.05 or any requirement for the Initial Purchaser's consent for any period of time.
Indenture Trustee to Act. Appointment of SuccessorOn and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.
Indenture Trustee to Act. Appointment of Successor -------------------------------------------------- On and after the time of the Servicer's immediate termination, or the Servicer's receipt of notice if required by Section 9.01, or at any time if the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 8.04 or the Servicer is removed as Servicer pursuant to this Article IX, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties
Indenture Trustee to Act. (a) From and after the date the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders of the Notes) receives a notice of termination pursuant to Section 6.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. As compensation
Indenture Trustee to Act. Appointment of
