Common use of Trustee to Act as Subservicer Clause in Contracts

Trustee to Act as Subservicer. In the event that the Subservicer shall for any reason no longer be the Subservicer hereunder (including by reason of an Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Subservicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Subservicer pursuant to Section 3.10 hereof or any acts or omissions of the predecessor Subservicer 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 pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Subservicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof). If the Subservicer shall for any reason no longer be the Subservicer (including by reason of any Event of Default), the Trustee (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Subservicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Subservicer thereunder; and the Subservicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. The Subservicer shall, upon request of the Trustee, but at the expense of the Subservicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party.

Trustee to Act as Subservicer. In the event that the Subservicer shall for any reason no longer be the Subservicer hereunder (including by reason of an Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Subservicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Subservicer pursuant to Section 3.10 hereof or any acts or omissions of the predecessor Subservicer 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 pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Subservicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof; provided, however, if the Subservicer is removed under the circumstances described in Section 6.07, the Trustee shall not be the acting Subservicer and the Subservicer appointed as provided in Section 6.07 shall be the successor Subservicer). If the Subservicer shall for any reason no longer be the Subservicer (including by reason of any Event of Default), the Trustee (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Subservicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Subservicer thereunder; and the Subservicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. The Subservicer shall, upon request of the Trustee, but at the expense of the Subservicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party.

Trustee to Act as Subservicer. In the event that the Subservicer shall for any reason no longer be the Subservicer hereunder (including by reason of an Event of Default), the Trustee or its designee (or other successor Subservicer designated by the Group II Certificate Insurer) shall thereupon assume all of the rights and obligations of the Subservicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Subservicer pursuant to Section 3.10 hereof or any acts or omissions of the predecessor Subservicer 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 pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Subservicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof). If the Subservicer shall for any reason no longer be the Subservicer (including by reason of any Event of Default), the Trustee (or any other successor servicer) may, at its optionthe direction of the Group II Certificate Insurer, succeed to any rights and obligations of the Subservicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Trustee (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Subservicer thereunder; and the Subservicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. The Subservicer shall, upon request of the TrusteeTrustee or the Group II Certificate Insurer, but at the expense of the Subservicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party.