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

Securities Administrator to Act; Servicing Administrator and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Servicing Administrator or the Servicer receives a notice of termination, the Securities Administrator (in the case of the Servicing Administrator), or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Servicing Administrator or the Servicer, as applicable, in its capacity as Servicing Administrator 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 Servicing Administrator under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Servicing Administrator), 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 Servicer's obligations to make Advances pursuant to Section 5.01 and subject Section 3.08; provided, however, that any failure to perform such duties or responsibilities caused by the Servicing Administrator's or 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 Servicing Administrator), or the Backup Servicer (in the case of SLS) as successor to the Servicer hereunder. As compensation therefore the Backup Servicer (in the case of SLS) shall be entitled to the Aggregate Servicing Fee and all other compensation to which the Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Servicing Administrator) shall be entitled to all compensation to which the Servicing Administrator 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 Servicing Administrator or the Servicer was not required to make such an advance 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 Servicing Administrator or the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicing Administrator's or Servicer's, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Servicing Administrator 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 Servicing Administrator or Servicer as such hereunder. The Depositor, the Securities Administrator, the Servicing Administrator, 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 Servicing Administrator or the Servicer under this Agreement, the Securities Administrator (in the case of the Servicing Administrator) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of an SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Servicing Administrator, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Certificate Insurer, the Servicing Administrator 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)(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 Servicing Administrator and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph and a successor servicer is not appointed pursuant to Section 8.02(c), then the Backup Servicer shall be the successor in all respects to the Servicer in the manner set forth in Section 8.02(a) hereof. (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 Backup Servicer) before the actual servicing functions can be fully transferred to any successor Servicing Administrator or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Servicing Administrator's or 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 Servicing Administrator) or the Backup Servicer (in the case of SLS) as successor to the Servicing Administrator or the Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Servicing Administrator 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 the Rating Agencies and the Certificate Insurer and having a net worth of not less than $15,000,000, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Servicing Administrator 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 Servicing Administrator 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 Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as the Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of the Servicer hereunder, (i) the successor Servicer, including the Servicing Administrator 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; Servicing Administrator and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Servicing Administrator or the Servicer receives a notice of termination, the Securities Administrator (in the case of the Servicing Administrator), or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Servicing Administrator or the Servicer, as applicable, in its capacity as Servicing Administrator 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 Servicing Administrator under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Servicing Administrator), 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 Servicer's ’s obligations to make Advances pursuant to Section 5.01 and subject Section 3.08; provided, however, that any failure to perform such duties or responsibilities caused by the Servicing Administrator's ’s or the Servicer's ’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 Servicing Administrator), or the Backup Servicer (in the case of SLS) as successor to the Servicer hereunder. As compensation therefore the Backup Servicer (in the case of SLS) shall be entitled to the Aggregate Servicing Fee and all other compensation to which the Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Servicing Administrator) shall be entitled to all compensation to which the Servicing Administrator 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 Servicing Administrator or the Servicer was not required to make such an advance 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 Servicing Administrator or the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicing Administrator's ’s or Servicer's’s, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Servicing Administrator 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 Servicing Administrator or Servicer as such hereunder. The Depositor, the Securities Administrator, the Servicing Administrator, 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 Servicing Administrator or the Servicer under this Agreement, the Securities Administrator (in the case of the Servicing Administrator) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of an SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Servicing Administrator, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Certificate Insurer, the Servicing Administrator 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)(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 Servicing Administrator and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph and a successor servicer is not appointed pursuant to Section 8.02(c), then the Backup Servicer shall be the successor in all respects to the Servicer in the manner set forth in Section 8.02(a) hereof. (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 Backup Servicer) before the actual servicing functions can be fully transferred to any successor Servicing Administrator or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Servicing Administrator's ’s or the Servicer's’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 Servicing Administrator) or the Backup Servicer (in the case of SLS) as successor to the Servicing Administrator or the Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Servicing Administrator 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 the Rating Agencies and the Certificate Insurer and having a net worth of not less than $15,000,000, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Servicing Administrator 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 Servicing Administrator 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 Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as the Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of the Servicer hereunder, (i) the successor Servicer, including the Servicing Administrator 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) 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; Servicing Administrator and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Servicing Administrator or the Servicer receives a notice of termination, the Securities Administrator (in the case of the Servicing Administrator), or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Servicing Administrator or the Servicer, as applicable, in its capacity as Servicing Administrator 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 Servicing Administrator under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Servicing Administrator), 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 Servicer's obligations to make Advances pursuant to Section 5.01 and subject Section 3.08; provided, however, that any failure to perform such duties or responsibilities caused by the Servicing Administrator's or 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 Servicing Administrator), or the Backup Servicer (in the case of SLS) as successor to the Servicer hereunder. As compensation therefore the Backup Servicer (in the case of SLS) shall be entitled to the Aggregate Servicing Fee and all other compensation to which the Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Servicing Administrator) shall be entitled to all compensation to which the Servicing Administrator is entitled hereunder. Nothing in this Section 8.02(a) shall require -125- the Securities Administrator to make an Advance with respect to any Mortgage Loan for which the Servicing Administrator or the Servicer was not required to make such an advance 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 Servicing Administrator or the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicing Administrator's or Servicer's, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Servicing Administrator 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 Servicing Administrator or Servicer as such hereunder. The Depositor, the Securities Administrator, the Servicing Administrator, 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 Servicing Administrator or the Servicer under this Agreement, the Securities Administrator (in the case of the Servicing Administrator) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of an SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Servicing Administrator, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Certificate Insurer, the Servicing Administrator 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)(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 Servicing Administrator and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph and a successor servicer is not appointed pursuant to Section 8.02(c), then the Backup Servicer shall be the successor in all respects to the Servicer in the manner set forth in Section 8.02(a) hereof. (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 Backup Servicer) before the actual servicing functions can be fully transferred to any successor Servicing Administrator or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Servicing Administrator's or 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 Servicing Administrator) or the Backup Servicer (in the case of SLS) as successor to the Servicing Administrator or the Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Servicing Administrator 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 the Rating Agencies and the Certificate Insurer and having a net worth of not less than $15,000,000, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Servicing Administrator 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 Servicing Administrator 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 Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as the Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of the Servicer hereunder, (i) the successor Servicer, including the Servicing Administrator 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; Servicing Administrator and Backup Servicer to Act; Appointment of Successor. (a) On and after the time the Servicing Administrator or the Servicer receives a notice of termination, the Securities Administrator (in the case of the Servicing Administrator), or the Backup Servicer (in the case of SLS) shall be the successor in all respects to the Servicing Administrator or the Servicer, as applicable, in its capacity as Servicing Administrator 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 Servicing Administrator under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03) (in the case of the Servicing Administrator), 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 Servicer's obligations to make Advances pursuant to Section 5.01 and subject Section 3.08; provided, however, that any failure to perform such duties or responsibilities caused by the Servicing Administrator's or 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 Servicing Administrator), or the Backup Servicer (in the case of SLS) as successor to the Servicer hereunder. As compensation therefore the Backup Servicer (in the case of SLS) shall be entitled to the Aggregate Servicing Fee and all other compensation to which the Servicer would have been entitled if it had continued to act hereunder and the Securities Administrator (in the case of the Servicing Administrator) shall be entitled to all compensation to which the Servicing Administrator 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 Servicing Administrator or the Servicer was not required to make such an advance 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 Servicing Administrator or the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicing Administrator's or Servicer's, as applicable, responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Securities Administrator, the Servicing Administrator 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 Servicing Administrator or Servicer as such hereunder. The Depositor, the Securities Administrator, the Servicing Administrator, 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 Servicing Administrator or the Servicer under this Agreement, the Securities Administrator (in the case of the Servicing Administrator) or the Backup Servicer (in the case of SLS) shall act in such capacity as hereinabove provided. (1) In the event of an SLS Event of Termination, notwithstanding anything to the contrary above, the Trustee, the Servicing Administrator, the Backup Servicer and the Depositor hereby agree that upon delivery to the Trustee, the Securities Administrator, the Certificate Insurer, the Servicing Administrator 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)(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 Servicing Administrator and the Backup Servicer the letter described in preceding paragraph within the 10-day period referred to in the preceding paragraph and a successor servicer is not appointed pursuant to Section 8.02(c), then the Backup Servicer shall be the successor in all respects to the Servicer in the manner set forth in Section 8.02(a) hereof. (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 Backup Servicer) before the actual servicing functions can be fully transferred to any successor Servicing Administrator or Servicer appointed in accordance with the provisions hereof and (b) any failure to perform such duties or responsibilities caused by the Servicing Administrator's or 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 Servicing Administrator) or the Backup Servicer (in the case of SLS) as successor to the Servicing Administrator or the Servicer, as applicable, hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Securities Administrator, the Servicing Administrator 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 the Rating Agencies and the Certificate Insurer and having a net worth of not less than $15,000,000, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. Notwithstanding anything to the contrary herein, any successor Servicing Administrator 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 Servicing Administrator 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 Servicer shall give notice to the Mortgagors of such change of Servicer and shall, during the term of its service as the Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to this Agreement. (d) In connection with the termination or resignation of the Servicer hereunder, (i) the successor Servicer, including the Servicing Administrator 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.