Common use of Duties as of the Servicing Assumption Date Clause in Contracts

Duties as of the Servicing Assumption Date. Upon the occurrence of the Servicing Assumption Date, the Servicer hereby irrevocably authorizes and grants to the Back-up Servicer and shall cause each Subservicer irrevocably to authorize and grant to the Back-up Servicer an irrevocable power-of-attorney to take any and all steps in the Servicer’s or such Subservicer’s name, as applicable, and on behalf of the Servicer or Subservicer, as applicable, that are necessary or desirable to perform its duties as successor Servicer under the Sale and Servicing Agreement (collectively, together with the Pre-Centralization Duties and the Servicing Centralization Period Duties, the “Back-up Servicing Duties”). Other than the duties specifically set forth in this Agreement, the Back-up Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer, except, if at all, in its capacity as successor Servicer. The Back-up Servicer shall have no liability for any actions taken or omitted by the Servicer, except, in its capacity, if at all, as successor Servicer. In addition, and notwithstanding anything else contained in this Section 2.1, the Back-up Servicer, as the successor Servicer, and its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Back-up Servicer are limited to those set forth in Section 3.1(b).

Duties as of the Servicing Assumption Date. Upon the occurrence of the Servicing Assumption Date, the Servicer hereby irrevocably authorizes and grants to the Back-Back- up Servicer and shall cause each Subservicer irrevocably to authorize and grant to the Back-up Servicer an irrevocable power-of-attorney to take any and all steps in the Servicer’s or such Subservicer’s name, as applicable, and on behalf of the Servicer or Subservicer, as applicable, that are necessary or desirable to perform its duties as successor Servicer under the Sale and Servicing Agreement (collectively, together with the Pre-Centralization Duties and the Servicing Centralization Period Duties, the “Back-up Servicing Duties”). Other than the duties specifically set forth in this Agreement, the Back-up Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer, except, if at all, in its capacity as successor Servicer. The Back-up Servicer shall have no liability for any actions taken or omitted by the Servicer, except, in its capacity, if at all, as successor Servicer. In addition, and notwithstanding anything else contained in this Section 2.1, the Back-up Servicer, as the successor Servicer, and its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Back-up Servicer are limited to those set forth in Section 3.1(b).