Common use of Successor Sub-Servicers Clause in Contracts

Successor Sub-Servicers. The Servicer, with the consent of the Certificate Insurer and the NIMS Insurer, shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer without fee, in accordance with the terms of this Agreement, in the event that the Servicer (or the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer (including termination due to a Servicer Event of Termination).

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a the Servicer Event of TerminationDefault).. The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 108

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, related Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the related Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the related Servicer (or the Trustee, if any successor to such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a Servicer Event of TerminationDefault). Each Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the related Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Successor Sub-Servicers. The Servicer, with the consent of the Certificate Insurer and the NIMS Insurer, shall be entitled to Servicer may terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing AgreementAgreement and directly service the related Mortgage Loans itself or enter into a Sub-Servicing Agreement with a successor Sub-Servicer that qualifies under Section 8.3 hereof. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer. The Servicer which qualifies under Section 3.02shall give written notice to the Backup Servicer of the termination of any Sub-Servicer. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Servicerterminated, the Trustee (if the Trustee is acting as Servicer) without cause and without payment of any penalty or the Certificate Insurer without fee, by (x) the Backup Servicer and (y) the Trustee, in accordance with the terms of this Agreement, either case in the event that the Servicer (or the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer (including termination due to a Servicer Event of TerminationDefault), together with a provision stating that none of the Depositor, the Backup Servicer or the Trustee shall be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Sub-Servicer, except as set forth herein.

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a the Servicer Event of TerminationDefault). The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a the Servicer Event of TerminationDefault).. The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 110

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, related Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the related Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer related Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the related Servicer (or any successor to the Trustee, if such party is then acting as related Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a Servicer Event of TerminationDefault). Each Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of such Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, related Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the related Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer related Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the related Servicer (or the Trustee, if any successor to such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a the Servicer Event of TerminationDefault).. Each Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of such Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 107

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a the Servicer Event of TerminationDefault).. The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 102

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a the Servicer Event of TerminationDefault).. The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 103

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a Servicer Event of TerminationDefault).. The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 121

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.023.02 of this Agreement. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by any successor to the ServicerServicer without fee or, in the Trustee (if event a termination fee exists, such fee shall be payable by the Trustee is acting as Servicer) or the Certificate Insurer Servicer from its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a Servicer Event of TerminationDefault). The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Successor Sub-Servicers. The Servicer, with Any Sub-Servicing Agreement shall provide that the consent of the Certificate Insurer and the NIMS Insurer, Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall itself directly service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated as soon as is reasonably possible by any successor to the Servicer without fee or, in the event a termination fee exists, such fee shall be payable by the Servicer, the Trustee (if the Trustee is acting as Servicer) or the Certificate Insurer Servicer form its own funds without feereimbursement therefor, in accordance with the terms of this Agreement, in the event that the Servicer (or any successor to the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer of the related Mortgage Loans (including termination due to a Servicer Event of TerminationDefault).. The Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Subcontractor for indemnification of the Servicer or Subcontractor, as applicable, by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. 105