Common use of Successor Servicers Clause in Contracts

Successor Servicers. (i) The Issuer as owner of the Mortgage Loans and the Trustee as lienholder with respect thereto, pursuant to the Servicing Agreements, hereby authorize and appoint the Master Servicer as their agent to exercise all rights of the party entitled to exercise ownership rights with respect to the Mortgage Loans in accordance with the terms of the Servicing Agreements, including, without limitation, the power to terminate the Servicing Agreements and the related Servicers according to the terms and conditions of such Servicing Agreements, without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as servicer of the related Mortgage Loans in accordance with the terms of the related Servicing Agreement (with such modifications as described in this Agreement) or enter into a Servicing Agreement with a successor Servicer acceptable to the Trustee which will be bound by the terms of the related Servicing Agreement in accordance with the terms of related Servicing Agreement (with such modifications as described in this Agreement). Notwithstanding the foregoing provisions to the extent applicable to termination of the rights and obligations of the Special Servicer, the Directing Holder, if any, shall have the rights accorded to it under the Special Servicing Agreement. (ii) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces. The Master Servicer shall use reasonable efforts to have the successor Servicer assume liability for the representations and warranties made by the terminated Servicer in respect of the related Mortgage Loans, and in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (iii) Notwithstanding the provisions of this Section 3 or of any Servicing Agreement, the Master Servicer shall be under no obligation, either as Master Servicer or as successor Servicer under a Servicing Agreement, to purchase any Mortgage Loan.

Successor Servicers. (i) The Issuer as owner of the Mortgage Loans Master Servicer shall be entitled to terminate any Servicing Agreement and the Trustee as lienholder with respect thereto, rights and obligations of any Servicer pursuant to the any Servicing Agreements, hereby authorize and appoint the Master Servicer as their agent to exercise all rights of the party entitled to exercise ownership rights with respect to the Mortgage Loans Agreement in accordance with the terms of the Servicing Agreements, including, without limitation, the power to terminate the Servicing Agreements and the related Servicers according to the terms and conditions of such Servicing Agreements, without any limitation by virtue of this Agreement; provided, however, that in . In the event of termination of any Servicing Agreement Servicer, all servicing obligations of such Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Servicer or the related Master Servicer, and the Master Servicer either shall either act as servicer of service directly the related Mortgage Loans in accordance with the terms of the related Servicing Agreement (with such modifications as described in this Agreement) or shall enter into a Servicing Agreement with a successor Servicer. In the event the Master Servicer, or any successor Master Servicer, shall for any reason no longer be the Master Servicer acceptable to (including by reason of a Master Servicer Event of Default), the Trustee which will be bound by the terms of the related Servicing Agreement in accordance with the terms of related Servicing Agreement (with such modifications as described in this Agreement). Notwithstanding the foregoing provisions or any successor Master Servicer appointed pursuant to the extent applicable to termination Section 7.02 hereunder shall thereupon assume all of the rights and obligations of the Special Servicer, the Directing Holder, if any, shall have the rights accorded to it Master Servicer under the Special Servicing Agreement. (ii) If Agreements with respect to the related Mortgage Loans unless the Trustee or successor Master Servicer elects to terminate the Servicing Agreements with respect to such Mortgage Loans in accordance with the terms thereof. The Trustee or the successor Master Servicer shall be deemed to have assumed all of the Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the Master Servicer acts as a party to the Servicing Agreements to the same extent as if the rights and duties under the Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Agreements with respect to the Master Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces's duties to be performed prior to its termination hereunder. The Master Servicer shall at its expense shall, upon request of the Trustee or successor Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Agreements and the Mortgage Loans then being master serviced by the Master Servicer and an accounting of amounts collected and held by the Master Servicer and otherwise use commercially reasonable efforts to have effect the orderly and efficient transfer of the rights and duties under the related Servicing Agreements relating to such Mortgage Loans to the assuming party. Notwithstanding anything herein or in the Servicing Agreement to the contrary, in no event shall the Trustee (other than in its capacity as successor Master Servicer) be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid or any amount necessary to induce any successor Servicer assume liability for the representations and warranties made by the terminated Servicer in respect of the related Mortgage Loans, and in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (iii) Notwithstanding the provisions of this Section 3 or of any Servicing Agreement, the Master Servicer shall be under no obligation, either as Master Servicer or to act as successor Servicer under a any Servicing Agreement, to purchase any Mortgage Loan.

Successor Servicers. (i) The Issuer as owner of the Mortgage Loans Pledged Mortgages and the Trustee as lienholder with respect thereto, pursuant to the Servicing Agreements, hereby authorize and appoint the Master Servicer as their agent to exercise all rights of the party entitled to exercise ownership rights with respect to the Mortgage Loans Pledged Mortgages in accordance with the terms of the Servicing Agreements, including, without limitation, the power to terminate the Servicing Agreements Agreement and the related Servicers according to the terms and conditions of such Servicing Agreements, without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as servicer of the related Mortgage Loans Pledged Mortgages in accordance with the terms of the related Servicing Agreement (with such modifications as described in this Agreement) or enter into a Servicing Agreement with a successor Servicer acceptable to the Trustee MBIA which will be bound by the terms of the related Servicing Agreement in accordance with the terms of related Servicing Agreement (with such modifications as described in this Agreement). Notwithstanding If the foregoing provisions to the extent applicable to termination Master Servicer or any affiliate of the rights and obligations of the Special Servicer, the Directing Holder, if any, shall have the rights accorded to it under the Special Servicing Agreement. (ii) If the Master Servicer acts as Servicerservicer, it will not assume liability for the representations and warranties of the Servicer, if any, that Servicer which it replaces. The Master Servicer shall use reasonable efforts to have the successor Servicer assume liability for the representations and warranties made by the terminated Servicer in respect of the related Mortgage Loans, and in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (iiiii) Notwithstanding the provisions of this Section 3 or of any Servicing Agreement, the Master Servicer shall be under no obligation, either as Master Servicer or as successor Servicer under a Servicing Agreement, to purchase any Pledged Mortgage Loanincluding any Converted Pledged Mortgages.

Successor Servicers. (i) The Issuer as owner of the Mortgage Loans and the Indenture Trustee as lienholder with respect thereto, pursuant to the Servicing Agreements, hereby authorize and appoint the Master Servicer as their agent to exercise all rights of the party entitled to exercise ownership rights with respect to the Mortgage Loans in accordance with the terms of the Servicing Agreements, including, without limitation, the power to terminate the Servicing Agreements and the related Servicers according to the terms and conditions of such Servicing Agreements, without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as servicer of the related Mortgage Loans in accordance with the terms of the related Servicing Agreement (with such modifications as described in this Agreement) or enter into a Servicing Agreement with a successor Servicer acceptable to the Indenture Trustee and FSA which will be bound by the terms of the related Servicing Agreement in accordance with the terms of related Servicing Agreement (with such modifications as described in this Agreement). Notwithstanding the foregoing provisions to foregoing, the extent applicable to termination parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the rights and obligations of the Special Servicer to make Monthly Advances and the Master Servicer will assume the other duties of the Servicer as soon as practicable, but in no event later than ninety 90 days after the Master Servicer becomes successor Servicer pursuant to the preceding sentence. The Master Servicer, the Directing Holder, if anyin its capacity as successor Servicer, shall have not be responsible for the rights accorded to missing information and/or documents that it under the Special Servicing Agreementcannot obtain through reasonable efforts. (ii) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces. The Master Servicer shall use reasonable efforts to have the successor Servicer assume liability for substantially all the representations and warranties made by the terminated Servicer in respect of the related Mortgage LoansLoans (or fewer as consented to by FSA), and in the event of any such assumption by the successor Servicer, the Indenture Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (iii) Notwithstanding the provisions of this Section 3 or of any Servicing Agreement, the Master Servicer shall be under no obligation, either as Master Servicer or as successor Servicer under a Servicing Agreement, to purchase any Mortgage Loan.

Successor Servicers. (i) The Issuer as owner of the Mortgage Loans and the Trustee as lienholder with respect thereto, pursuant to the Servicing Agreements, hereby authorize and appoint the Master Servicer as their agent to exercise all rights of the party entitled to exercise ownership rights with respect to the Mortgage Loans in accordance with the terms of the Servicing Agreements, including, without limitation, the power to may terminate the Servicing Agreements and the related Servicers according to the terms and conditions of such Servicing Agreements, without ------------------- any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as servicer of the related Mortgage Loans in accordance with the terms of the related Servicing Agreement (with such modifications as described in this Agreement) or enter into a Servicing Agreement with a successor Servicer acceptable to the Trustee which will be bound by the terms of the related Sub-Servicing Agreement in accordance with the terms and conditions of related such Sub-Servicing Agreement (and directly service the related Mortgage Loans itself or enter into a Sub-Servicing Agreement with such modifications as described in this Agreement)a successor Servicer that qualifies under Section 4.03 hereof. Notwithstanding In the foregoing provisions to the extent applicable to event of termination of the rights and any Servicer, all servicing obligations of the Special Servicer, the Directing Holder, if any, such Servicer shall have the rights accorded to it under the Special Servicing Agreement. (ii) If be assumed simultaneously by the Master Servicer acts as without any act or deed on the part of such Servicer or the Master Servicer, it will not assume liability for and the representations and warranties of Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Servicer, if any, that it replaces. The Master Servicer shall use reasonable efforts give written notice to have the successor Back-Up Servicer assume liability of the termination of any Servicer. Any Sub-Servicing Agreement, except for the representations PHH Sub-Servicing Agreement, shall include the provision that such agreement may be immediately terminated, without cause and warranties made without payment of any penalty or fee, by (x) the terminated Back-Up Servicer or (y) the Trustee, in respect of the related Mortgage Loans, and either case in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (iii) Notwithstanding the provisions of this Section 3 or of any Servicing Agreement, that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to a Master Servicer default), together with a provision stating that none of the Depositor, the Back-Up Servicer or the Trustee shall be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Servicer, except as set forth herein. No termination fee shall be paid from the Trust Fund with respect to the termination without cause of PHH as the Servicer under no obligation, either as the PHH Sub-Servicing Agreement unless there shall have been delivered to the Trustee and the Master Servicer or as successor Servicer under a Servicing Agreement, to purchase any Mortgage Loanan Opinion of Counsel that such payment will not cause an Adverse REMIC Event.