Common use of Securities Administrator to Act; Master Servicer and Backup Servicer to Act; Appointment of Successor Clause in Contracts

Securities Administrator to Act; Master Servicer and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Master Servicer or any Servicer receives a notice of termination, the Securities Administrator (in the case of the Master Servicer), Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as master servicer or servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Securities Administrator (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Master Servicer), the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.03) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of SLS) by the terms and provisions hereof including, without limitation, the Servicers' obligations to make Advances pursuant to Section 3.21 and subject Section 3.08; provided, however, that if the Securities Administrator, Master Servicer or Backup Servicer, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Securities Administrator, Master Servicer or Backup Servicer, as applicable, shall not be obligated to make Advances pursuant to Section 3.21; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's or any Servicer's failure to provide information required by Section 9.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) as successor to any Servicer hereunder. As compensation therefor, the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall be entitled to the Servicing Fee and all other compensation to which the related Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Master Servicer) shall be entitled to all compensation to which the Master Servicer is entitled hereunder. Nothing in this Section 8.02(a) shall require the Securities Administrator to make an Advance with respect to any Mortgage Loan for which the Master Servicer or any Servicer was not required to make such an advance. (b) No appointment of a successor to the Master Servicer or any Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's or Servicer's, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Master Servicer and the Backup Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or Servicer as such hereunder. The Depositor, the Securities Administrator, the Master Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer or any Servicer under this Agreement, the Securities Administrator (in the case of the Master Servicer), Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of a SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Master Servicer, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer by the Servicing Rights Pledgee of a letter signed by the Servicing Rights Pledgee within 10 days of when the terminated Servicer provides the Servicing Rights Pledgee notice of a SLS Event of Termination related to it, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth in paragraph (c)(2) below and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. (2) In the event that the Servicing Rights Pledgee does not deliver to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph, the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the related Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.03) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of Countrywide) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make Advances pursuant to Section 3.21. (3) It is understood and acknowledged by the parties hereto that (a) there will be a period of transition (not to exceed 90 days when servicing is being transferred to the Master Servicer or a successor servicer and not to exceed 30 days when servicing is being transferred to the Backup Servicer) before the actual servicing functions can be fully transferred to any successor Master Servicer or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Master Servicer's or any Servicer's, as applicable, failure to provide information required by Section 9.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) as successor to the Master Servicer or any Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Master Servicer or the Backup Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the related Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Master Servicer or Servicer appointed pursuant to this Section 8.02(c)(2) shall agree to fully effect the servicing transfer within the 90-day or 30-day period referred to in Section 8.02(c)(2) above and to make all Advances that would otherwise be made by another party under Section 8.01 as of the date of such appointment. Each successor Master Servicer and Servicer shall be entitled to reimbursement for any unreimbursed Advances it has made in connection with this Section 8.02 pursuant to Section 3.08. In addition, any successor to the related Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as a Servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of any Servicer hereunder, (i) the successor Servicer, including the Master Servicer or Backup Servicer, as applicable, shall represent and warrant that it or an Affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, and (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to transfer the servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer, as applicable, shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 8.02.

Securities Administrator to Act; Master Servicer and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Master Servicer, the Backup Servicer or any the Servicer receives a notice of termination, the Securities Administrator entity appointed by the Trustee (in the case of the Master Servicer), the Master Servicer (in the case of Countrywidethe Backup Servicer) or the Backup Servicer (in the case of SLSthe Servicer) shall be the successor in all respects to the Master Servicer, the Backup Servicer or such the Servicer, as applicable, in its capacity as master servicer or servicer under this Agreement and the transactions set forth or provided for herein, subject to the provisions of this Section 8.02 and Section 8.01(c), and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Securities Administrator entity appointed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Master Servicer), the Master Servicer (except for any representations or warranties of Countrywide the Backup Servicer under this Agreement, contained in Section 2.03) (in the case of Countrywidethe Backup Servicer) or the Backup Servicer (except for any representations and warranties of SLS the Servicer contained in Section 2.03) (in the case of SLSthe Servicer) by the terms and provisions hereof including, without limitation, the Servicers' Servicer’s obligations to make Advances pursuant to Section 3.21 and subject Section 3.083.09; provided, however, that if the Securities Administrator, Master Servicer or Backup Servicer, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Securities Administrator, Master Servicer or Backup Servicer, as applicable, shall not be obligated to make Advances pursuant to Section 3.21; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's ’s, the Backup Servicer’s or any the Servicer's ’s, as applicable, failure to provide information required by Section 9.01 8.01 shall not be considered a default by the Securities Administrator entity appointed by the Trustee (in the case of the Master Servicer), the Master Servicer (in the case of Countrywidethe Backup Servicer) or the Backup Servicer (in the case of SLSthe Servicer) as successor to any the Servicer hereunder. As compensation therefortherefore, the entity appointed by the Trustee (in the case of the Master Servicer), the Master Servicer (in the case of Countrywidethe Backup Servicer) or the Backup Servicer (in the case of SLSthe Servicer) shall be entitled to the Servicing Fee and all other compensation to which the related Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator entity appointed by the Trustee (in the case of the Master Servicer) shall be entitled to all compensation to which the Master Servicer is entitled hereunder. Nothing in this Section 8.02(a) shall require the Securities Administrator to make an Advance with respect to any Mortgage Loan for which the Master Servicer, the Backup Servicer or any Servicer the Servicer, as applicable, was not required to make such an advance. (b) No appointment of a successor to the Master Servicer, the Backup Servicer or any the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's ’s, the Backup Servicer’s or the Servicer's’s, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Master Servicer and the Backup Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer, the Backup Servicer or the Servicer as such hereunder. The Depositor, the Securities Administrator, the Master Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer or any Servicer under this Agreement, the Securities Administrator (in the case of the Master Servicer), Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of a SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Securities Administrator, the Master Servicer, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer by the Servicing Rights Pledgee of a letter signed by the Servicing Rights Pledgee within 10 days of when the terminated Servicer provides the Servicing Rights Pledgee notice of a SLS Event of Termination related Termination, (provided, however, that such 10-day period shall terminate immediately if the Servicing Rights Pledgee fails to it, make Advances and if it fails to reimburse the Master Servicer for Advances made by the Master Servicer within one Business Day of the making of such Advance by the Master Servicer) the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth in paragraph (c)(2c)(3) below and below, the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this AgreementAgreement and the Master Servicer and the Backup Servicer have consented to the appointment of the Servicing Rights Pledgee or such designee as Servicer. (2) In the event that the Servicing Rights Pledgee does not deliver to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph, the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall be the paragraph and a successor in all respects to the related Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.03) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of Countrywide) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make Advances servicer is not appointed pursuant to Section 3.218.01(c), then, the provisions of Section 8.02(a) shall otherwise be applicable. (3) It is understood and acknowledged by the parties hereto that (a) there will be a period of transition (not to exceed 90 days when servicing is being transferred to the Master Servicer or a successor servicer and not to exceed 30 90 days when servicing is being transferred to the Backup Servicer, in each case following the actual termination of the Servicer) before the actual servicing functions can be fully transferred to any successor Master Servicer, Backup Servicer or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Master Servicer's ’s, the Backup Servicer’s or any the Servicer's’s, as applicable, failure to provide information required by Section 9.01 8.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of Countrywidethe Backup Servicer) or the Backup Servicer (in the case of SLS) the Servicer), as successor to the Master Servicer, the Backup Servicer or any the Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Master Servicer or the Backup Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $15,000,000, as the successor to the related Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Master Servicer, Backup Servicer or Servicer appointed pursuant to this Section 8.02(c)(2) 8.02 shall agree to fully effect the servicing transfer within the 90-day or 30-day period referred to in Section 8.02(c)(28.02(c)(3) above and to make all Advances that would otherwise be made by another party under Section 8.01 as of the date of such appointment. Each successor Master Servicer, Backup Servicer and Servicer shall be entitled to reimbursement for any unreimbursed Advances and accrued interest on such Advances it has made in connection with this Section 8.02 pursuant to Section 3.083.09. In addition, any successor to the related Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as a the Servicer, maintain in force the policy or policies that each the Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of any the Servicer hereunder, (i) the successor Servicer, including the Master Backup Servicer or (if the Backup Servicer, Servicer is acting as applicablesuccessor servicer), shall represent and warrant that it or an Affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' ’ rules and regulations, and (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to transfer the servicing of such Mortgage Loan on the MERS(R) MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer, as applicable, shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 8.02.

Securities Administrator to Act; Master Servicer and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Master Servicer or any Servicer receives a notice of termination, the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of CountrywideGreenPoint) or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as master servicer or servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Securities Administrator (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Master Servicer), the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.03) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of SLS) by the terms and provisions hereof including, without limitation, the Servicers' obligations to make Advances pursuant to Section 3.21 5.01 and subject Section 3.08; provided, however, that if the Securities Administrator, Master Servicer or Backup Servicer, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Securities Administrator, Master Servicer or Backup Servicer, as applicable, shall not be obligated to make Advances pursuant to Section 3.21; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's or any Servicer's failure to provide information required by Section 9.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) as successor to any Servicer hereunder. As compensation therefor, the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall be entitled to the Servicing Fee and all other compensation to which the related Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Master Servicer) shall be entitled to all compensation to which the Master Servicer is entitled hereunder. Nothing in this Section 8.02(a) shall require the Securities Administrator to make an Advance with respect to any Mortgage Loan for which the Master Servicer or any Servicer was not required to make such an advance. (b) No appointment of a successor to the Master Servicer or any Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's or Servicer's, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Master Servicer and the Backup Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or Servicer as such hereunder. The Depositor, the Securities Administrator, the Master Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer or any Servicer under this Agreement, the Securities Administrator (in the case of the Master Servicer), Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of a SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Master Servicer, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Certificate Insurer, the Master Servicer and the Backup Servicer by the Servicing Rights Pledgee of a letter signed by the Servicing Rights Pledgee within 10 days of when the terminated Servicer provides the Servicing Rights Pledgee notice of a SLS Event of Termination related to it, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth in paragraph (c)(2c)(3) below and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. (2) In the event that the Servicing Rights Pledgee does not deliver to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph, the Master Servicer (in the case of CountrywideGreenPoint) or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the related Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.03) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of Countrywide) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make Advances pursuant to Section 3.21. (3) It is understood and acknowledged by the parties hereto that (a) there will be a period of transition (not to exceed 90 days when servicing is being transferred to the Master Servicer or a successor servicer and not to exceed 30 days when servicing is being transferred to the Backup Servicer) before the actual servicing functions can be fully transferred to any successor Master Servicer or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Master Servicer's or any Servicer's, as applicable, failure to provide information required by Section 9.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of CountrywideGreenPoint) or the Backup Servicer (in the case of SLS) as successor to the Master Servicer or any Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Master Servicer or the Backup Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each the Rating Agency and the Certificate Insurer and having a net worth of not less than $15,000,000, as the successor to the related Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Master Servicer or Servicer appointed pursuant to this Section 8.02(c)(2) shall agree to fully effect the servicing transfer within the 90-day or 30-day period referred to in Section 8.02(c)(2) above and to make all Advances that would otherwise be made by another party under Section 8.01 as of the date of such appointment. Each successor Master Servicer and Servicer shall be entitled to reimbursement for any unreimbursed Advances it has made in connection with this Section 8.02 pursuant to Section 3.08. In addition, any successor to the related Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as a Servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of any Servicer hereunder, (i) the successor Servicer, including the Master Servicer or Backup Servicer, as applicable, shall represent and warrant that it or an Affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, and (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to transfer the servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer, as applicable, shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 8.02.

Securities Administrator to Act; Master Servicer and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Master Servicer or any the Servicer receives a notice of termination, the Securities Administrator (in the case of the Master Servicer), Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Master Servicer or such the Servicer, as applicable, in its capacity as master servicer or servicer under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Securities Administrator (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Master Servicer), the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.03) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of SLS) by the terms and provisions hereof including, without limitation, the Servicers' Servicer's obligations to make Advances pursuant to Section 3.21 5.01 and subject Section 3.08; provided, however, that if the Securities Administrator, Master Servicer or Backup Servicer, as applicable, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Securities Administrator, Master Servicer or Backup Servicer, as applicable, shall not be obligated to make Advances pursuant to Section 3.21; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's or any the Servicer's failure to provide information required by Section 9.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) as successor to any the Servicer hereunder. As compensation therefor, the Master Servicer (in the case of Countrywide) or therefore the Backup Servicer (in the case of SLS) shall be entitled to the Aggregate Servicing Fee and all other compensation to which the related Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Master Servicer) shall be entitled to all compensation to which the Master Servicer is entitled hereunder. Nothing in this Section 8.02(a) shall require the Securities Administrator to make an Advance with respect to any Mortgage Loan for which the Master Servicer or any the Servicer was not required to make such an advanceadvance or to the extent such entity is prohibited by law or regulation from obligating itself to make such Advances. (b) No appointment of a successor to the Master Servicer or any the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's or Servicer's, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Master Servicer and the Backup Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or Servicer as such hereunder. The Depositor, the Securities Administrator, the Master Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer or any the Servicer under this Agreement, the Securities Administrator (in the case of the Master Servicer), Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of a an SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Master Servicer, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer by the Servicing Rights Pledgee of a letter signed by the Servicing Rights Pledgee within 10 days of when the terminated Servicer provides the Servicing Rights Pledgee notice of a SLS Event of Termination related to it, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth in paragraph (c)(2c)(3) below and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. (2) In the event that the Servicing Rights Pledgee does not deliver to the Trustee, the Securities Administrator, the Master Servicer and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraphparagraph and a successor servicer is not appointed pursuant to Section 8.02(c), the Master Servicer (in the case of Countrywide) or then the Backup Servicer (in the case of SLS) shall be the successor in all respects to the related Servicer in its capacity as Servicer under this Agreement and the transactions manner set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Master Servicer (except for any representations or warranties of Countrywide contained in Section 2.038.02(a) (in the case of Countrywide) or the Backup Servicer (except for any representations and warranties of SLS contained in Section 2.03) (in the case of Countrywide) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make Advances pursuant to Section 3.21hereof. (3) It is understood and acknowledged by the parties hereto that (a) there will be a period of transition (not to exceed 90 days when servicing is being transferred to the Master Servicer or a successor servicer and not to exceed 30 days when servicing is being transferred to the Backup Servicer) before the actual servicing functions can be fully transferred to any successor Master Servicer or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Master Servicer's or any the Servicer's, as applicable, failure to provide information required by Section 9.01 shall not be considered a default by the Securities Administrator (in the case of the Master Servicer), the Master Servicer (in the case of Countrywide) or the Backup Servicer (in the case of SLS) as successor to the Master Servicer or any the Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Master Servicer or the Backup Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each the Rating Agency Agencies and having a net worth of not less than $15,000,000, as the successor to the related Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Master Servicer or Servicer appointed pursuant to this Section 8.02(c)(2) shall agree to fully effect the servicing transfer within the 90-day or 30-day period referred to in Section 8.02(c)(2) above and to make all Advances that would otherwise be made by another party under Section 8.01 as of the date of such appointment. Each successor Master Servicer and Servicer shall be entitled to reimbursement for any unreimbursed Advances it has made in connection with this Section 8.02 pursuant to Section 3.08. In addition, any successor to the related Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as a the Servicer, maintain in force the policy or policies that each the Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of any the Servicer hereunder, (i) the successor Servicer, including the Master Servicer or Backup Servicer, as applicable, shall represent and warrant that it or an Affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, and (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to transfer the servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer, as applicable, shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 8.02.