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.

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.

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.

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.