Common use of Master Servicer, Trust Administrator or Trustee to Act; Appointment of Successor Clause in Contracts

Master Servicer, Trust Administrator or Trustee to Act; Appointment of Successor. (a) (1) On and after the time a defaulting Servicer receives a notice of termination, the Master Servicer (or if the Master Servicer is the defaulting Servicer, the Trust Administrator and in the event the Trust Administrator fails in its obligation, the Trustee) shall be the successor in all respects to such Servicer in its capacity as a Servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Master Servicer, the Trust Administrator or the Trustee, as applicable, (except for any representations or warranties of the such Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the such Servicer's obligations to make P&I Advances pursuant to Section 4.03; provided, however, that if the Trust Administrator or the Trustee, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trust Administrator or the Trustee, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by such Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Master Servicer, the Trust Administrator or the Trustee, as applicable, as successor to such Servicer hereunder. As compensation therefor, the Master Servicer, the Trust Administrator or the Trustee, as applicable, shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such defaulting Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 7.02(a)(2) below, the Trust Administrator or the Trustee, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Certificate Insurer or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trust Administrator or the Trustee, as applicable, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution selected by the Certificate Insurer and acceptable to each Rating Agency and having a net worth of not less than $15,000,000, as the successor to such defaulting Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer under this Agreement.

Master Servicer, Trust Administrator or Trustee to Act; Appointment of Successor. (a) (1) On and after the time a defaulting Servicer receives a notice of termination, the Master Servicer (or if the Master Servicer is the defaulting Servicer, the Trust Administrator and in the event the Trust Administrator fails in its obligation, the Trustee) shall be the successor in all respects to such Servicer in its capacity as a Servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Master Servicer, the Trust Administrator or the Trustee, as applicable, (except for any representations or warranties of the such Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the such Servicer's obligations to make P&I Advances pursuant to Section 4.03; providedPROVIDED, howeverHOWEVER, that if the Trust Administrator or the Trustee, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trust Administrator or the Trustee, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by such Servicer's failure to provide information required by Section 7.01 shall not be considered a default by the Master Servicer, the Trust Administrator or the Trustee, as applicable, as successor to such Servicer hereunder. As compensation therefor, the Master Servicer, the Trust Administrator or the Trustee, as applicable, shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such defaulting Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 7.02(a)(2) below, the Trust Administrator or the Trustee, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Certificate Insurer or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trust Administrator or the Trustee, as applicable, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution selected by the Certificate Insurer and acceptable to each Rating Agency and having a net worth of not less than $15,000,000, as the successor to such defaulting Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer under this Agreement.