Common use of Trustee to Act as Servicer Clause in Contracts

Trustee to Act as Servicer. In the event that a Servicer shall for any reason no longer be 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicer.

Trustee to Act as Servicer. (a) In the event that a any Servicer shall for any reason no longer be 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 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, law or (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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicerparty. (b) [reserved]

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such 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 to the assuming party at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that (A) a Servicer shall for any reason no longer be a 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 such Servicer or the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such Servicer or the Master Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such 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 to the assuming party at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder pursuant to Section 7.1 hereof arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 3.9 hereof or any acts or omissions of the related 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 2.3 hereof or (ivv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption If the Servicer shall for any reason no longer be subject the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to Section 7.02 hereofany rights and obligations of the Servicer under each subservicing agreement. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 hereof or any acts or omissions of the related 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 Mortgage Loans including pursuant to Section 2.02 2.04 hereof and except that the Trustee makes no representations and warranties hereunder, including pursuant to Section 2.04 hereof). If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or 2.03 hereof or (ivany other successor servicer) shall succeed to any rights and obligations of the Servicer under any Sub-Servicing Agreement and shall be deemed to have made assumed the Servicer's interest therein; provided, however, that the Servicer shall not thereby be relieved of any representations and warranties liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such Servicer hereunder)succession. Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 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 servicing to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such 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 to the assuming party at the expense of such the outgoing Servicer.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein), the Trustee or its successor Successor Servicer shall thereupon assume all of the rights and obligations of such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 3.9 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 2.2 or 2.03 2.3 hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.3 hereof or (ivv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption If the Servicer shall for any reason no longer be subject the Servicer (including by reason of any Event of Default), the Successor Servicer shall succeed to Section 7.02 hereofany rights and obligations of the Servicer under this Pooling and Servicing Agreement. A The Servicer shall, upon request of the Trustee, but at the expense of such the Servicer, deliver to the assuming party all documents and records relating to each Subservicing the Servicing Agreement or substitute Subservicing Agreement servicing 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 Servicing Agreement to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder pursuant to Section 7.1 hereof arising thereafter (except provided that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 3.5(e) hereof or any acts or omissions of the related 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 2.3 hereof or (ivv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption If the Servicer shall for any reason no longer be subject the Servicer (including by reason of any Event of Default), the Trustee or its successor shall succeed to Section 7.02 hereofany rights and obligations of the Servicer under any subservicing agreement then in force. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 any 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 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 Mortgage Loans Contracts hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans Contracts pursuant to Section 2.02 or 2.03 hereof or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute Subservicing Agreement and the Mortgage Loans Contracts then being serviced thereunder and hereunder by such 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 to the assuming party at the expense of such the outgoing Servicer.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such in connection with Eligible Investments required to be paid by the Servicer pursuant to Section 3.10 hereof 3.07 or any acts or omissions of the related 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 Mortgage Loans including pursuant to Section 2.02 2.04 hereof and except that the Trustee makes no representations and warranties hereunder, including pursuant to Section 2.04 hereof). If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or 2.03 hereof or (ivany other successor servicer) shall succeed to any rights and obligations of the Servicer under any Sub-Servicing Agreement and shall be deemed to have made assumed the Servicer’s interest therein; provided, however, that the Servicer shall not thereby be relieved of any representations and warranties liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such Servicer hereunder)succession. Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such Servicer 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a the Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 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 or (iv) 49 deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such 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 to the assuming party at the expense of such the outgoing Servicer.

Trustee to Act as Servicer. In the event that a (A) the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such the Servicer or the Master Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such 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 to the assuming party at the expense of such outgoing Servicer.

Trustee to Act as Servicer. In the event that a the Master Servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein), the Trustee or its successor designee shall thereupon assume all of the rights and obligations of such 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 such pursuant to Section 2.06 hereof or any substitute servicing agreement that may have been entered into by the Master Servicer pursuant to Section 3.10 hereof 3.04 hereof. The Trustee, its designee 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 or (iv) successor master servicer shall be deemed to have made assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer under each Warranty and Servicing Agreement or substitute servicing agreement, except that the Master Servicer shall not thereby be relieved of any representations liability or obligations under the Warranty and warranties of such Servicer hereunder)Servicing Agreement or substitute servicing agreement. Any such assumption shall be subject to Section 7.02 hereof. A The Master Servicer shall, upon request of the Trustee, but at the expense of such the Master Servicer, deliver to the assuming party all documents and records relating to each Subservicing Warranty and Servicing Agreement or substitute Subservicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer 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 Agreement servicing agreement to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 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, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A 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 such 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 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a any Servicer shall for any reason no longer be 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 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, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A 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 such 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 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a any Servicer shall for any reason no longer be 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. (a) In the event that a the Servicer shall for any reason no longer be a Servicer 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Monthly 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 2.04 hereof or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A If the Servicer shall for any reason no longer be a servicer hereunder (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under any subservicing agreement. (b) The Servicer shall, upon request of the Trustee, but at the expense of such 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 related 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a any Servicer shall for any reason no longer be a Servicer hereunder (including including, in each case, 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such in connection with Eligible Investments required to be paid by the Servicer pursuant to Section 3.10 hereof 3.07 or any acts or omissions of the related 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 Mortgage Loans including pursuant to Section 2.02 2.04 hereof and except that the Trustee makes no representations and warranties hereunder, including pursuant to Section 2.04 hereof). If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or 2.03 hereof or (ivany other successor servicer) shall succeed to any rights and obligations of the Servicer under any Sub-Servicing Agreement and shall be deemed to have made assumed the Servicer's interest therein; provided, however, that the Servicer shall not thereby be relieved of any representations and warranties liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such Servicer hereunder)succession. Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such Servicer 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a any Servicer shall for any reason no longer be 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 hereof 3.09 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. (a) In the event that a the Servicer shall for any reason no longer be a Servicer 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 hereof or any acts or omissions of the related predecessor Servicer hereunder, (ii) obligated to make Monthly 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 2.04 hereof or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A If the Servicer shall for any reason no longer be a servicer hereunder (including by reason of any Event of Default), the Trustee or its successor shall succeed to any rights and obligations of the Servicer under any subservicing agreement. (b) The Servicer shall, upon request of the Trustee, but at the expense of such 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 related 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 at the expense of such outgoing Servicer.party

Trustee to Act as Servicer. In the event that a any Servicer shall for any reason no longer be a Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such the outgoing Servicer.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 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, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of such the Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. A 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 such 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 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 at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be a 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 hereof or any acts or omissions of the related 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 Mortgage Loans including pursuant to Section 2.02 2.04 hereof and except that the Trustee makes no representations and warranties hereunder, including pursuant to Section 2.04 hereof). If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee (or 2.03 hereof or (ivany other successor servicer) shall succeed to any rights and obligations of the Servicer under any Sub-Servicing Agreement and shall be deemed to have made assumed the Servicer's interest therein; PROVIDED, HOWEVER, that the Servicer shall not thereby be relieved of any representations and warranties liability or obligations under this Agreement, any Sub-Servicing or substitute servicing agreement arising prior to the date of such Servicer hereunder)succession. Any such assumption shall be subject to Section 7.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 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 servicing to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a any Servicer shall for any reason no longer be 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 such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. A Each Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a the Servicer shall for any reason no longer be 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 such the Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such the Servicer pursuant to Section 3.10 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 or (iv) deemed to have made any representations and warranties of such the Servicer hereunder). Any such assumption shall be subject to Section 7.02 8.02 hereof. A The Servicer shall, upon request of the Trustee, but at the expense of such 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 hereunder by such 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 to the assuming party at the expense of such outgoing Servicerparty.

Trustee to Act as Servicer. In the event that a Servicer shall for any reason no longer be a Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein7.01), the Trustee or its successor shall thereupon assume all of the rights and obligations of such Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 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 or (iv) deemed to have made any representations and warranties of such Servicer hereunder). Any such assumption shall be subject to Section 7.02 hereof. A Servicer shall, upon request of the Trustee, but at the expense of such 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 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 to the assuming party at the expense of such outgoing Servicer.