Common use of Termination of Servicing Agreements; Successor Servicers Clause in Contracts

Termination of Servicing Agreements; Successor Servicers. (a) The Master Servicer shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer, the Master Servicer shall provide for the servicing of the Mortgage Loans by a successor Servicer to be appointed as provided in the applicable Servicing Agreement and acceptable to the Guarantor. In the event that the Master Servicer cannot terminate a Servicer for a breach of such Servicer's obligation to make an Advance (each, a "Defaulted Advance") without the consent of the Guarantor, then the Master Servicer shall, in accordance with Section 5.05, make such Defaulted Advance, but the Master Servicer shall have no obligation to make any subsequent Advance under Section 5.05 with respect to such Servicer if the Guarantor shall have elected not to approve the termination of the defaulting Servicer by the Master Servicer or if the Guarantor does not exercise any right it may have to terminate the defaulting Servicer as a consequence of such Event of Default or if the Guarantor otherwise shall have waived such Event of Default. The Master Servicer agrees that it will use its best efforts to effect the transfer of servicing to a successor Servicer within the first one to two weeks after the termination of such Servicer in accordance with the first paragraph of this Section 9.07(a). The parties acknowledge that notwithstanding the preceding sentence, there may be a transition period, not to exceed 60 days from the above-mentioned two-week period, in order to effect the transfer of servicing to a successor Servicer. To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, the appointment of a successor Servicer and the transfer of servicing by the Master Servicer (including any assumption of servicing by the Master Servicer) are not timely reimbursed by the Servicer, then the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Collection Account.

Termination of Servicing Agreements; Successor Servicers. (a) The Master Servicer shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and 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 provide for the servicing of the related Mortgage Loans by as follows: (i) upon any such termination of Option One as Servicer, servicing of the related Mortgage Loans shall be transferred to Aurora, provided that Aurora exercises its option to acquire such servicing as provided below; (ii) upon any such termination of Aurora as Servicer, servicing of the related Mortgage Loans shall be transferred to the Special Servicer, provided that the Special Servicer exercises its option to acquire such servicing as provided below; and (iii) upon any such termination of Ocwen, a successor Servicer to special servicer shall be appointed as provided in the Special Servicing Agreement. In each such case, servicing of the related Mortgage Loans shall be performed by the applicable successor in accordance with the provisions of the Servicing Agreement and acceptable to the Guarantorwhich such successor is a party. In the event that any such successor servicer fails to notify the Master Servicer cannot terminate a Servicer for a breach within 15 days of such Servicer's obligation proposed transfer described in clause (i) or (ii) above of its intention to make an Advance (each, a "Defaulted Advance") without exercise its option to acquire such servicing and to service the consent of the Guarantor, then the Master Servicer shall, related Mortgage Loans in accordance with Section 5.05the terms of the applicable Servicing Agreement, make such Defaulted Advance, but the Master Servicer shall have no obligation appoint a successor servicer or special servicer or shall itself (or through an Affiliate) act as servicer or special servicer of the related Mortgage Loans. Notwithstanding the foregoing provisions to make any subsequent Advance under Section 5.05 with respect the extent applicable to such Servicer if the Guarantor shall have elected not to approve the termination of the defaulting Servicer by the Master Servicer or if the Guarantor does not exercise any right it may have to terminate the defaulting Servicer as a consequence of such Event of Default or if the Guarantor otherwise shall have waived such Event of Default. The Master Servicer agrees that it will use its best efforts to effect the transfer of servicing to a successor Servicer within the first one to two weeks after the termination of such Servicer in accordance with the first paragraph of this Section 9.07(a). The parties acknowledge that notwithstanding the preceding sentence, there may be a transition period, not to exceed 60 days from the above-mentioned two-week period, in order to effect the transfer of servicing to a successor Servicer. To the extent that the costs rights and expenses obligations of the Master Servicer related to any termination of the Special Servicer, the appointment of a successor Servicer and Directing Holder, if any, shall have the transfer of servicing by rights accorded to it under the Master Servicer (including any assumption of servicing by the Master Servicer) are not timely reimbursed by the Servicer, then the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Collection AccountSpecial Servicing Agreement.

Termination of Servicing Agreements; Successor Servicers. (a) The Master Servicer (or, if the Master Servicer and such Servicer are the same Person, the Indenture Trustee) shall be entitled with the consent of the Insurer or at the direction of the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master ServicerServicer or the Indenture Trustee, the Master Servicer or the Indenture Trustee, as applicable, shall provide for the servicing of the Mortgage Loans by a successor Servicer acceptable to the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to be appointed as provided in the applicable Servicing Agreement and acceptable to the Guarantor. In the event that the Master Servicer cannot terminate a Servicer for a breach of such Servicer's obligation to make an Advance (each, a "Defaulted Advance") without the consent of the Guarantor, then the Master Servicer shall, in accordance with Section 5.05, make such Defaulted Advance, but the Master Servicer shall have no obligation to make any subsequent Advance under Section 5.05 with respect to such Servicer if the Guarantor shall have elected not to approve the termination of the defaulting Servicer by the Master Servicer or if the Guarantor does not exercise any right it may have to terminate the defaulting Servicer as a consequence of such Event of Default or if the Guarantor otherwise shall have waived such Event of Default. The Master Servicer agrees that it will use its best efforts to effect the transfer of servicing to a successor Servicer within the first one to two weeks after the termination of such Servicer in accordance with the first paragraph of this Section 9.07(a)Agreement. The parties acknowledge that notwithstanding the preceding sentence, there may be a transition period, not to exceed 60 days from the above-mentioned two-week period90 days, in order to effect the transfer of servicing to a successor Servicer. To the extent that the costs and expenses of the The Master Servicer related or the Indenture Trustee, as applicable, shall be entitled to any termination of be reimbursed from each Servicer (or by the ServicerTrust Estate, the appointment of if a successor Servicer and is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer or all servicing data and the completion, correction or manipulation of such servicing data, as may be required by the Master Servicer (including or the Indenture Trustee, as applicable, to correct any assumption of errors or insufficiencies in the servicing by the Master Servicer) are not timely reimbursed by the Servicer, then data or otherwise to enable the Master Servicer shall be entitled or the Indenture Trustee, as applicable, to reimbursement of such costs service the Mortgage Loans properly and expenses from the Collection Accounteffectively.