Common use of Assumption or Termination of Sub-Servicing Agreement by Trustee Clause in Contracts

Assumption or Termination of Sub-Servicing Agreement by Trustee. In the event the Servicer shall for any reason no longer be the servicer (including by reason of the occurrence of a Servicer Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Servicer under each Sub-Servicing Agreement that the Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee, its designee or the successor servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Servicer's interest therein without act or deed on the part of the Trustee and shall be deemed to have replaced the Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any successor Servicer shall be deemed to have assumed any liability or obligation of the Servicer that arose before it ceased to be the Servicer. The Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party.

Assumption or Termination of Sub-Servicing Agreement by Trustee. In connection with the event assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer shall for any reason no longer be the servicer (including hereunder by reason of the occurrence of a Servicer Event of Default), the Trustee pursuant to Section 8.20 or its designee shall thereupon assume all of another successor Servicer, it is understood and agreed that the Servicer's rights and obligations of the Servicer under each Sub-Servicing Agreement that the Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement then in accordance with its terms as provided in Section 3.03. Upon such assumption, force between the Trustee, its designee or the successor servicer for Servicer and a Sub-Servicer shall be assumed simultaneously by the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Servicer's interest therein or another successor Servicer without act or deed on the part of the Trustee and shall be deemed to have replaced the Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any successor Servicer shall be deemed to have assumed any liability or obligation of the Servicer that arose before it ceased to be the Servicer; PROVIDED, HOWEVER, that the Trustee (if acting as successor Servicer) or any other successor Servicer may, with the consent of the Certificate Insurer, and shall, at the direction of the Certificate Insurer, terminate the Sub-Servicer as provided in Section 8.03. The Servicer at its expense shall, upon the reasonable request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, it and otherwise use its best reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party.