Common use of Successor to a Servicer Clause in Contracts

Successor to a Servicer. (a) The termination of any Servicer's responsibilities and duties pursuant to Section 3.11 or Section 9.01 hereof, the Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 13.12 (or until the Trustee succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available under this Agreement. The provisions of Section 3.10 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer.

Successor to a Servicer. (a) The Within thirty (30) days or another period agreed to by the Trustee in writing (not to exceed 60 days) after the termination of any Servicer's responsibilities and duties pursuant to the first two sentences of Section 3.11 3.06 or pursuant to Section 9.01 10.01 hereof, the Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor reasonably acceptable to the Directing Certificateholder, that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee shall be entitled to all the same compensation as to which such Servicer may be entitled hereunder (other than the Transferable Servicing Interest as set forth in Section 4.12), and may make such arrangements for the compensation of such successor therefrom as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other ServicerServicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections (or portions thereof) shall not become effective until a successor shall be appointed pursuant to this Section 13.12 3.10 (or until the Trustee succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein prior to the effectiveness of such termination and the remedies available to the Trustee under this Agreement. The provisions of Section 3.10 Sections 3.05 and 3.08 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. All costs incurred in connection with the termination of a Servicer shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs. If such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case, the successor Servicer shall be entitled to reimbursement therefor from the assets of the Trust Fund). The predecessor Servicer shall remain liable to the Trust Fund for such costs.

Successor to a Servicer. (a) The Upon the termination of any Servicer's responsibilities and duties pursuant to Section 3.11 or Section 9.01 hereof, the Indenture Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Servicing Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Servicing Agreement. In the event that any Servicer's duties and responsibilities under this Servicing Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Servicing Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any or the other Servicer. The termination of a Servicer's responsibilities and duties under this Servicing Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 13.12 13.09 (or until the Indenture Trustee succeeds to and assumes all of such Servicer's responsibilities under this Servicing Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available under this Servicing Agreement. The provisions of Section 3.10 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Servicing Agreement or the termination of this Servicing Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer.

Successor to a Servicer. (a) The Within thirty (30) days or another period agreed to by the Trustee in writing after the termination of any Servicer's responsibilities and duties pursuant to Section 3.11 3.06 or Section 9.01 10.01 hereof, the Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee shall be entitled to all the same compensation as to which such Servicer may be entitled hereunder, and may make such arrangements for the compensation of such successor therefrom as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other ServicerServicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 13.12 3.10 (or until the Trustee succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.10 3.05 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer.

Successor to a Servicer. (a) The Within thirty (30) days or another period agreed to by the Trustee in writing (not to exceed sixty (60) days) after the termination of any Servicer's responsibilities and duties pursuant to the first two sentences of Section 3.11 3.06 or pursuant to Section 9.01 10.01 hereof, the Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee shall be entitled to all the same compensation as to which such Servicer may be entitled hereunder, and may make such arrangements for the compensation of such successor therefrom as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) in accordance with the same degree of diligence and prudence that it is obligated to exercise under this AgreementAccepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other ServicerServicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections (or portions thereof) shall not become effective until a successor shall be appointed pursuant to this Section 13.12 3.10 (or until the Trustee succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.10 Sections 3.05 and 3.08 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. All costs incurred in connection with the resignation by a Servicer or termination of a Servicer pursuant to an Event of Default shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs. If such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case, the successor Servicer shall be entitled to reimbursement therefor from the assets of the Trust Fund). The predecessor Servicer shall remain liable to the Trust Fund for such costs.

Successor to a Servicer. (a) The Within thirty (30) days or another period agreed to by the Trustee in writing after the termination of any Servicer's responsibilities and duties pursuant to Section 3.11 3.06 or Section 9.01 10.01 hereof, the Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer, the Trustee or the Fiscal Agent. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 13.12 3.10 (or until the Trustee succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.10 3.05 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer.

Successor to a Servicer. (a) The Within thirty (30) days or another period agreed to by the Trustee in writing after the termination of any Servicer's responsibilities and duties pursuant to Section 3.11 3.06 or Section 9.01 10.01 hereof, the Trustee Master Servicer (or the Trustee, if the Master Servicer's responsibilities and duties are being terminated) shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that the fees of the successor Servicer with respect to the Mortgage Loans shall not be higher than the fees of the predecessor Servicer. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other ServicerServicer or the Trustee. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 13.12 3.10 (or until the Trustee or Master Servicer, as applicable, succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available to the Trustee under this Agreement. The provisions of Section 3.10 3.05 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer.