Common use of Trustee to Act as Servicer Clause in Contracts

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Loans hereunder including, but not limited to, repurchases or substitutions of Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The A Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder pursuant to Section 7.1 hereof arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.9 hereof or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 2.2 or 2.03 2.3 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 2.3 hereof or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer or at the expense of the Trust Fund if not paid by the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder3.07 hereof, (ii) obligated to make Monthly Advances if it is prohibited from doing so by applicable law, (iii) obligated nor to effectuate repurchases or substitutions of Mortgage Loans hereunder includingas substitute Servicer, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof2.04 hereof and except that the Trustee makes no representations and warranties hereunder, (iv) responsible for expenses of the Servicer including pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder2.04 hereof). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or its any other successor servicer) shall succeed to any rights and obligations of the Servicer under each subservicing agreementany Sub-Servicing Agreement and shall be deemed to have assumed the Servicer's interest therein; provided, however, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such succession. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement servicing to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of the outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor Successor Servicer shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.9 hereof or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 2.2 or 2.03 2.3 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 2.3 hereof or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor Successor Servicer shall succeed to any rights and obligations of the Servicer under each subservicing agreementthis Pooling and Servicing Agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement the Servicing Agreement or substitute subservicing servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Servicing Agreement to the assuming party.

Trustee to Act as Servicer. In Subject to Sections 6.04 and 7.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses arising out of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder includinghereunder, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Trustee (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Trustee (or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.other successor

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.08 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Loans Contracts hereunder including, but not limited to, repurchases or substitutions of Loans Contracts pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Loans Contracts then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of the outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of in connection with Eligible Investments required to be paid by the Servicer pursuant to Section 3.09 hereof 3.07 or any acts or omissions of the predecessor Servicer hereunder4.01 hereof, (ii) obligated to make Monthly Advances if it is prohibited from doing so by applicable law, (iii) obligated nor to effectuate repurchases or substitutions of Mortgage Loans hereunder includingas substitute Servicer, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof2.04 hereof and except that the Trustee makes no representations and warranties hereunder, (iv) responsible for expenses of the Servicer including pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder2.04 hereof). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or its any other successor servicer) shall succeed to any rights and obligations of the Servicer under each subservicing agreementany Sub-Servicing Agreement and shall be deemed to have assumed the Servicer’s interest therein; provided, however, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such succession. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement servicing to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder pursuant to Section 7.1 hereof arising thereafter (except provided that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.5(e) hereof or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 2.2 or 2.03 2.3 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 2.3 hereof or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each any subservicing agreementagreement then in force. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer or at the expense of the Trust Fund if not paid by the Servicer, deliver to the assuming party all documents and records relating to each any subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor designee shall thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except under each Warranty and Servicing Agreement that may have been assigned to the Trustee shall not be (i) liable for losses of pursuant to Section 2.06 hereof or any substitute servicing agreement that may have been entered into by the Master Servicer pursuant to Section 3.09 hereof 3.04 hereof. The Trustee, its designee or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Loans hereunder including, but not limited to, repurchases or substitutions of Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) successor master servicer shall be deemed to have made any representations and warranties assumed all of the Servicer hereunder). Any such assumption shall be subject Master Servicer's interest therein and to Section 7.02 hereof. If have replaced the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Master Servicer under each subservicing Warranty and Servicing Agreement or substitute servicing agreement, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Warranty and Servicing Agreement or substitute servicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Warranty and Servicing Agreement or substitute subservicing servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Warranty and Servicing Agreement or substitute subservicing servicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (ia) liable for losses of the Servicer pursuant to Section 3.09 hereof 3.12 or any acts or omissions of the predecessor Servicer hereunder, (iib) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Loans hereunder including, but not limited to, repurchases or substitutions of Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 law or (vc) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof7.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its the successor shall Servicer may elect to succeed to any rights and obligations of the Servicer under each subservicing agreementSubservicing Agreement or may terminate each Subservicing Agreement. The If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall, upon request of the Trustee, but at the expense shall be deemed to have assumed all of the Servicer, deliver 's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party all documents and records relating to each subservicing agreement except that the Servicer shall not be relieved of any liability or substitute subservicing agreement and the Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming partyobligations under any such Subservicing Agreement.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the related predecessor of the Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement or substitute subservicing agreement Subservicing Agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) 49 deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of the outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for any defaults by the Servicer in the performance of its duties under this Agreement or for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder3.07 hereof, (ii) obligated to make Monthly Advances if it is prohibited from doing so by applicable law, (iii) nor obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder includingas substitute Servicer, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof2.04 hereof and except that the Trustee makes no representations and warranties hereunder, (iv) responsible for expenses of the Servicer including pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder2.04 hereof). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or its any other successor servicer) shall succeed to any rights and obligations of the Servicer under each subservicing agreementany Sub-Servicing Agreement and shall be deemed to have assumed the Servicer's interest therein; provided, however, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing Agreement or substitute servicing agreement arising prior to the date of such succession. All costs incurred by the Trustee in the transfer of servicing obligations to the Trustee or its designee shall be borne by the Servicer. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement servicing to the assuming party.

Trustee to Act as Servicer. In the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Each Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement or substitute subservicing agreement Subservicing Agreement to the assuming party.

Trustee to Act as Servicer. In the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Each Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming party.

Trustee to Act as Servicer. In the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including including, in each case, by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Each Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement or substitute subservicing agreement Subservicing Agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder3.07 hereof, (ii) obligated to make Monthly Advances if it is prohibited from doing so by applicable law, (iii) obligated nor to effectuate repurchases or substitutions of Mortgage Loans hereunder includingas substitute Servicer, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof2.04 hereof and except that the Trustee makes no representations and warranties hereunder, (iv) responsible for expenses of the Servicer including pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder2.04 hereof). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or its any other successor servicer) shall succeed to any rights and obligations of the Servicer under each subservicing agreementany Sub-Servicing Agreement and shall be deemed to have assumed the Servicer's interest therein; provided, however, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing Agreement or substitute servicing agreement arising prior to the date of such succession. All costs incurred by the Trustee in the transfer of servicing obligations to the Trustee or its designee shall be borne by the Servicer. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement servicing to the assuming party.

Trustee to Act as Servicer. In the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 3.05(e) hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Each Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of in connection with Eligible Investments required to be paid by the Servicer pursuant to Section 3.09 hereof 3.07 or any acts or omissions of the predecessor Servicer hereunder4.01 hereof, (ii) obligated to make Monthly Advances if it is prohibited from doing so by applicable law, (iii) obligated nor to effectuate repurchases or substitutions of Mortgage Loans hereunder includingas substitute Servicer, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof2.04 hereof and except that the Trustee makes no representations and warranties hereunder, (iv) responsible for expenses of the Servicer including pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder2.04 hereof). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or its any other successor servicer) shall succeed to any rights and obligations of the Servicer under each subservicing agreementany Sub-Servicing Agreement and shall be deemed to have assumed the Servicer's interest therein; provided, however, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such succession. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement servicing to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder3.07 hereof, (ii) obligated to make Monthly Advances if it is prohibited from doing so by applicable law, (iii) obligated nor to effectuate repurchases or substitutions of Mortgage Loans hereunder includingas substitute Servicer, but not limited to, repurchases or substitutions of Loans including pursuant to Section 2.02 or 2.03 hereof2.04 hereof and except that the Trustee makes no representations and warranties hereunder, (iv) responsible for expenses of the Servicer including pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder2.04 hereof). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or its any other successor servicer) shall succeed to any rights and obligations of the Servicer under each subservicing agreementany Sub-Servicing Agreement and shall be deemed to have assumed the Servicer's interest therein; PROVIDED, HOWEVER, that the Servicer shall not thereby be relieved of any liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such succession. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement servicing to the assuming party.

Trustee to Act as Servicer. In the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Each Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of the outgoing Servicer.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Loans hereunder including, but not limited to, repurchases or substitutions of Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

Trustee to Act as Servicer. (a) In the event that the Servicer or the Wells Fargo Servicer shall for any reason no longer be the Servicer hereunder herxxxxxr or the Wells Fargo Servicer shall for any reason no longer be the Wells Fargo Xxxxxcer under the Wells Fargo Agreements (including by reason of reaxxx xf an Event of Default), the Trustee thx Xxxstee or its successor shall shall, thereupon assume all of the rights and obligations of the Servicer hereunder arising or the Wells Fargo Servicer under the Wells Fargo Agreements, as applicable, axxxxxg thereafter (except that the Trustee xxx Xrustee shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.09 hereof 3.10 or any acts or omissions of the such predecessor Servicer hereunderhereunder or under the Wells Fargo Agreements, (ii) obligated to make Advances if it is prohibited prohibxxxx from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder includingor under the Wells Fargo Agreements, including but not limited to, to repurchases or substitutions of Loans subxxxxxtions pursuant to Section 2.02 or 2.03 hereof2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunderhereunder or the Wells Fargo Servicer under the Wells Fargo Agreements, as applicable.). Any Xxx such assumption shall be subject sxxxxxt to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party7.02.

Trustee to Act as Servicer. In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor designee shall thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except under each Warranty and Servicing Agreement that may have been assigned to the Trustee shall not be (i) liable for losses of pursuant to Section 2.06 hereof or any substitute servicing agreement that may have been entered into by the Master Servicer pursuant to Section 3.09 hereof 3.04 hereof. The Trustee, its designee or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Loans hereunder including, but not limited to, repurchases or substitutions of Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) successor master servicer shall be deemed to have made any representations and warranties assumed all of the Servicer hereunder). Any such assumption shall be subject Master Servicer's interest therein and to Section 7.02 hereof. If have replaced the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Master Servicer under each subservicing Warranty and Servicing Agreement or substitute servicing agreement, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Warranty and Servicing Agreement or substitute servicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Warranty and Servicing Agreement or substitute subservicing servicing agreement and the Loans Contracts then being serviced thereunder and an accounting of amounts collected or and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Warranty and Servicing Agreement or substitute subservicing servicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

Trustee to Act as Servicer. In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The A Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the such Servicer pursuant to Section 3.09 hereof hereof, losses attributable to any Eligible Investment directed by such Servicer in a Collection Account pursuant to Section 3.05(e), or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Each Servicer shall, upon request of the Trustee, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming party.

Trustee to Act as Servicer. In the event that (A) the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein) or (B) the Master Servicer shall for any reason no longer be Master Servicer (except as provided pursuant to Section 3.23(b)), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Servicer pursuant to Section 3.09 3.10 hereof or any acts or omissions of the related predecessor Servicer or predecessor Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, hereof or (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer or the Master Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under each subservicing agreement. The Servicer shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement Subservicing Agreement or substitute subservicing agreement Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by the Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement Subservicing Agreement to the assuming partyparty at the expense of such outgoing Servicer.