Common use of Monitoring of Servicer Clause in Contracts

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Officer's Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Securities Administrator and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Section 3.04 and Article VII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) Upon termination of the extent that rights of the costs and expenses of Servicer upon the Servicer's failure to perform its obligations in accordance with this Agreement, the Master Servicer shall be entitled to be reimbursed by the Servicer (or Trustee, as applicable, related from amounts on deposit in the Collection Account if the Servicer is unable to any termination fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from a predecessor Servicer (or if the predecessor Servicer is the Master Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIndenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Article III and Article VI, cause the Indenture Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVI. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, ; provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Payment Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 100 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationthe Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII VIII. In the event the rights and obligations of this Agreement and the Servicer (or any successor thereto) are terminated, the Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by servicer shall be appointed in accordance with the parties hereto that there will be a period provisions of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerArticle VIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIndenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Section 3.4 and Article VII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Collection Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from a predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, hereof or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII VIII. In the event the rights and obligations of this Agreement and the Servicer (or any successor thereto) are terminated, the Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by servicer shall be appointed in accordance with the parties hereto that there will be a period provisions of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerArticle VIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as a successor to the Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofthis Agreement, or that a notice should be sent pursuant to the terms hereof this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraphthis Section and Article VIII, shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and VIII . The Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint enter in to a new servicing agreement with a successor servicerservicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Master Servicer or such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any the termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will shall not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor Company the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Company and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Section 3.4 and Article VII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Collection Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from a predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer or (or if the Master Servicer is the Servicer, ) the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or TrusteeTrustee (or such other successor master servicer), as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the TrusteeTrustee (or such other successor master servicer), as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the TrusteeTrustee (or such other successor master servicer), as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the TrusteeTrustee (or such other successor master servicer), as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default Termination and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the TrusteeTrustee (or other successor master servicer)) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligationsobligations after consultation with the Depositor. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor Company the non-compliance by the Servicer with its duties under this the related Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Company and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the related Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Custodial Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the related Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the MortgageIT Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the MortgageIT Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofMortgageIT Servicing Agreement, or that a notice should be sent pursuant to the terms hereof MortgageIT Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the MortgageIT Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the MortgageIT Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter in to a new MortgageIT Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the MortgageIT Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the MortgageIT Servicing Agreement (including, without limitation, (i) all out of pocket legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the MortgageIT Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the MortgageIT Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII VIII. In the event the rights and obligations of this Agreement and the Servicer (or any successor thereto) are terminated, the Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by servicer shall be appointed in accordance with the parties hereto that there will be a period provisions of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerArticle VIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee Depositor thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the Mortgage Loans or appoint cause the Trustee to enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including including, but not limited to, all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Termination, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIndenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Article III and Article VI, to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVI. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, ; provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the costs and expenses of Note Account if the Servicer does not timely fulfill its obligations hereunder) for all Servicing Transfer Costs (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee, the Trust Administrator and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as successor Servicer of the related Mortgage Loans or appoint cause the Trustee to enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Default, the Master Servicer shall notify the Servicer, the Depositor, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VIII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Except as provided in subsection (c) below, the Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-monitoring compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trust Administrator Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, hereof or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and the Master Servicer shall act as servicer of the Mortgage Loans or a successor servicer shall be appointed in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer (including the Master Servicer) to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer (including the Master Servicer) to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as a successor to the Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor Company the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Company and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Certificate Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationan Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VIII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor Company the non-compliance by the Servicer with its duties under this the related Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the DepositorCompany, the Trust Administrator NIMS Insurer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the related Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Custodial Account. , provided that such reimbursement shall not be subject to the $500,000 cap described in Section 6.03. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the related Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationan Event of Default by the Servicer, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, cause the preceding paragraph, Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the a Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the a Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expenseexpense subject to Section 3.03(c), provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the a Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. Master Servicer Collection Account pursuant to Section 4.03(b). (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuing Entity, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuing Entity and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuing Entity, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause a successor servicerServicer selected by the Master Servicer to assume the obligations of the Servicer under the Servicing Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 100 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Except as otherwise provided in Subsection (c) below, the Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofof the Servicing Agreement, or that a notice should be sent pursuant to the terms hereof of the Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationthe Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, the Servicing Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and thereunder in accordance with the provisions of Article VII VIII. In the event the rights and obligations of this Agreement and the Servicer (or any successor thereto) are terminated, the Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by servicer shall be appointed in accordance with the parties hereto that there will be a period provisions of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerArticle VIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and the Master Servicer shall act as servicer of the Mortgage Loans or a successor servicer shall be appointed in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer (including the Master Servicer) to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer (including the Master Servicer) to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Grantor Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Xxxxx Fargo Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this the Xxxxx Fargo Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofXxxxx Fargo Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Xxxxx Fargo Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the DepositorDepositor and the Grantor Trustee thereof in writing. Pursuant to its receipt of such written notification from the Master Servicer, the Trust Administrator and the Grantor Trustee thereof and the Master Servicer shall issue such notice of termination to the Servicer or take such other action as it deems appropriate. The Master Servicer . (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in b) In the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Xxxxx Fargo Servicing Agreement, subject to the preceding paragraph, the Grantor Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance enter into a new Servicing Agreement with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicerServicer selected by the Grantor Trustee; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Xxxxx Fargo Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Grantor Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, Grantor Trustee shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, Grantor Trustee shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, Grantor Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Grantor Trustee to assume or succeed to the duties or obligations of the Servicer or the Master Servicer. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, Grantor Trustee related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master a successor Servicer or the Trustee, as applicable, with respect to this the Xxxxx Fargo Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Xxxxx Fargo Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, Grantor Trustee shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Xxxxx Fargo Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, Grantor Trustee acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this the Mortgage Loan Purchase and Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Mortgage Loan Purchase and Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofMortgage Loan Purchase and Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Mortgage Loan Purchase and Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Mortgage Loan Purchase and Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Mortgage Loan Purchase and Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerservicer selected by the Master Servicer; provided, howeverthat, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage related Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or the Trustee, as if applicable, related to any termination of the Servicer, appointment of a successor servicer servicer, the costs of enforcement or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Mortgage Loan Purchase and Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Mortgage Loan Purchase and Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as if applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Mortgage Loan Purchase and Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will shall not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Custodial Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to this Section and Article VIII, shall notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and under the Servicing Agreement in accordance with the provisions of Article VII of this Agreement and VIII. The Trustee shall act as Servicer servicer of the Mortgage Loans or appoint enter in to a new servicing agreement with a successor servicerservicer selected by the Trustee with the consent of the Master Servicer (such consent not to be unreasonably withheld); provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Trustee or such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, Trustee shall pay the costs of such enforcement at its own expenseenforcement, provided that the Master Servicer or no provision of this Agreement shall require the Trustee, as applicableto expend or risk its own funds or otherwise incur any financial liability in the performance or any of its duties hereunder, shall not be required to prosecute or defend in the exercise of any legal action except to the extent that the Master Servicer of its rights or the Trusteepowers, as applicable, if it shall have received reasonable grounds for believing that repayment of such funds or adequate indemnity for its costs and expenses in pursuing against such actionrisk or liability is not reasonably assured to it. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any the termination of the Servicer, appointment of a successor servicer Successor Servicer or the transfer and assumption of servicing by the Master Trustee as Successor Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Successor Servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, Trustee shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, Trustee acts as Successor Servicer, it will shall not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, Trustee (on behalf of the Trust Administrator Trust) and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Trustee and the Trustee thereof Servicing Rights Owner thereof, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. appropriate and is consistent with Section 3.03(b). (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in . In the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraphparagraph (a) above, the Master Servicer shall terminate the rights and obligations of the Servicer hereunder thereunder and in accordance with the provisions of Article VII of this Agreement and Master Servicer shall act as Servicer servicer of the related Mortgage Loans or appoint enter into a new Servicing Agreement with a successor servicerServicer that is an Acceptable Successor Servicer selected by the Master Servicer. Such successor Servicer shall certify to the Trustee that such successor Servicer is an Acceptable Successor Servicer and the Master Servicer shall cause the Trustee to acknowledge such successor Servicer; provided, however, it is understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the related Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) such successor Servicer, including the Master Servicer if it is the successor Servicer, shall be entitled to retain the full amount of the Servicing Fee for such Mortgage Loans, and the Servicing Rights Owner shall not be entitled to any part of the Servicing Fee with respect to such Mortgage Loans and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such actionaction from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the related Servicing Rights, shall at all times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that the Servicer is an Acceptable Successor Servicer and that the Servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. The Trustee shall have no duty, and shall not be required, to review the terms of such assumption under the Servicing Agreement. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, a successor Servicer with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated ServicerServicer (or, solely with respect to a termination of the Servicer without cause, the Servicing Rights Owner), the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer predecessor Servicer, if any, that it replacesreplaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of the Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.03(e). (f) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the Servicer has the right to resign as the Servicer under the Servicing Agreement, provided that such resignation shall not become effective until (i) the Servicing Rights Owner has consented to such resignation, and (ii) a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, subject to the provisions of Section 3.03(b) of this Agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the Servicer, without cause, as provided and subject to the limitations of the Servicing Agreement; provided that such termination shall not become effective until a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the terminated Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of Servicer. (a) Subject to Section 3A.01, The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-monitoring compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Officer's Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trust Administrator Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreementproperly and effectively, upon presentation of reasonable documentation of such costs and expenses. (d) are not fully and timely reimbursed by the terminated ServicerSubject to Section 3A.01, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuing Entity, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuing Entity and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if In addition, upon the occurrence of any Servicing Trigger Event, the Master Servicer shall terminate the rights and responsibilities of the Servicer under the Servicing Agreement; provided, however, that in the event that the Servicer is rated “SQ2-” or better by Mxxxx’x on any date, the Servicing Trigger Event shall no longer apply to the Servicer, the Trustee). (b) The Master Servicer, for the benefit of the CertificateholdersIssuing Entity, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause a successor servicerServicer selected by the Master Servicer to assume the obligations of the Servicer under the Servicing Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 100 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Except as otherwise provided in Subsection (c) below, the Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Securities Administrator Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the a Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the a Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Trustee to assume or succeed to the duties or obligations of the Master Servicer. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the a Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor Seller the non-compliance by the Servicer with its duties under this the related Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this the related Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the related Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the related Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, hereof or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default by the Servicer, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, cause the preceding paragraph, Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties duties, itself or undertaken through the Subservicer, under this the Servicing Agreement. In the review of the Servicer’s and the Subservicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s or the Subservicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations obligations, itself or through the Subservicer, in accordance with this the Servicing Agreement, subject to the preceding paragraph, shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, that it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer, if the primary servicing is being transferred. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, ; provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all out of pocket legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated ServicerServicer or the Subservicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. Payment Account pursuant to Section 4.05(a)(vii) of this Agreement. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply comply, itself or through the Subservicer, with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces. (f) The Subservicer may not be terminated except pursuant to the terms of the Subservicing Agreement. A successor Servicer shall assume the role of the Servicer under the Subservicing Agreement as well as under the Servicing Agreement.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor Company the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Company and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Custodial Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces. (f) In accordance with Section 10.02 of the HomeBanc Servicing Agreement and the provisions of the Special Servicing Agreement, upon the occurrence of a Servicing Termination Trigger, the Master Servicer shall terminate the Servicer as servicer with respect to each Mortgage Loan that is (i) 60 or more days delinquent, (ii) in bankruptcy and 60 or more days delinquent, (iii) in foreclosure and 60 or more days delinquent or (iv) an REO Property, and each Mortgage Loan which becomes 60 or more days delinquent on any future Payment Date (each such Mortgage Loan, a "Specially Serviced Mortgage Loan") and shall cause the Servicer to transfer the servicing with respect to each such Mortgage Loan to the Special Servicer in accordance with the terms of the Special Servicing Agreement. Anything to the contrary in this Agreement notwithstanding, from and after the Effective Date (as defined in the Special Servicing Agreement) with respect to the first occurrence of a transfer of servicing of any Specially Serviced Mortgage Loan, all references in this Agreement to (x) "the Servicer" shall be deemed to include each of HomeBanc Corp. as servicer under the HomeBanc Servicing Agreement and the Special Servicer, as servicer under the Special Servicing Agreement, (y) "the Servicing Agreement" shall refer to each of the HomeBanc Servicing Agreement and the Special Servicing Agreement and (z) the "Mortgage Loans" shall mean, with respect to the Servicer, the Mortgage Loans other than the Specially Serviced Mortgage Loans, and with respect to the Special Servicer, the Specially Serviced Mortgage Loans; with the result that the Master Servicer shall master service in accordance with the provisions of this Agreement, the servicing of the Mortgage Loans, other than the Specially Serviced Mortgage Loans, by the Servicer and the servicing of the Specially Serviced Mortgage Loans by the Special Servicer.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofthis Agreement, or that a notice should be sent pursuant to the terms hereof this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraphthis Section and Article VIII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and VIII. The Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint enter in to a new servicing agreement with a successor servicerservicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Master Servicer or such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any the termination of the Servicer, appointment of a successor servicer Successor Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Successor Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Successor Servicer, it will shall not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Article III and Article VIII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, ; provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer and the extent that Trustee shall be entitled to be reimbursed by the Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, hereof or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationthe Servicer Event of Default, or an event of default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII VIII. In the event the rights and obligations of this Agreement and the Servicer (or any successor thereto) are terminated, the Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by servicer shall be appointed in accordance with the parties hereto that there will be a period provisions of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerArticle VIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the related Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the a Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the a Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Trustee to enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expenseexpense subject to Section 3.03(c), provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the a Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. Master Servicer Collection Account pursuant to Section 4.03(b). (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, Trustee (on behalf of the Trust Administrator Fund) and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Certificate Insurer and the Trustee thereof thereof, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. appropriate with Section 3.03(b) below. (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trust Fund, any NIMS Insurer, the Certificate Insurer and the Certificateholders, shall (acting as agent of the Trust Fund when enforcing the Trust Fund’s rights under the Servicing Agreement) (i) enforce the obligations of the Servicer under this the Servicing Agreement, and shall, (ii) in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expenseexpense except as provided below, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. action from the Trust Fund. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, a successor Servicer with respect to this the Servicing Agreement (including, without limitation, (i) all reasonable legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all reasonable costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such reasonable costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer predecessor Servicer, if any, that it replacesreplaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of such Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.03(e).

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this AgreementAgreement in accordance with the provisions hereof. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Officer's Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, Section 3.04 and Article VII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expenseexpense subject to its right of reimbursement pursuant to this Agreement, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) Upon termination of the extent that rights of the costs and expenses of Servicer upon the Servicer's failure to perform its obligations in accordance with this Agreement, the Master Servicer shall be entitled to be reimbursed by the Servicer (or Trustee, as applicable, related from amounts on deposit in the Collection Account if the Servicer is unable to any termination fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from a predecessor Servicer (or if the predecessor Servicer is the Master Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the MortgageIT Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this the MortgageIT Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofMortgageIT Servicing Agreement, or that a notice should be sent pursuant to the terms hereof MortgageIT Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the MortgageIT Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the MortgageIT Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter in to a new MortgageIT Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the MortgageIT Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the MortgageIT Servicing Agreement (including, without limitation, (i) all out of pocket legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the MortgageIT Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the MortgageIT Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) Subject to Section 3A.01, The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-monitoring compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trust Administrator Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreementproperly and effectively, upon presentation of reasonable documentation of such costs and expenses. (d) are not fully and timely reimbursed by the terminated ServicerSubject to Section 3A.01, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, Indenture Trustee (on behalf of the Trust Administrator Issuer) and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer and the Securityholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer which the Master Servicer shall cause the Indenture Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, or are not required to be reimbursed by the Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, Trustee (on behalf of the Trust Administrator Fund) and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof thereof, and with respect to the SRO Servicer, the Master Servicer shall also notify the Servicing Rights Owner, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. appropriate with Section 3.03(b) or, with respect to the SRO Servicer, Section 3.03(f) below. (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersTrust Fund, the Certificateholders and the Certificate Insurer, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, (a) for the SRO Servicer, act in accordance with Section 3.03(f) below and (b) for any other Servicer, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint enter into a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. action from the Trust Fund. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, a successor Servicer with respect to this the Servicing Agreement (including, without limitation, (i) all reasonable legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all reasonable costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, or with respect to any terminated SRO Servicer, are not fully and timely reimbursed by the terminated SRO Servicer (or, solely with respect to a termination of any SRO Servicer without cause, the Servicing Rights Owner), the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such reasonable costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the predecessor Servicer, if any, that it replaces or for any errors, acts or omissions of such predecessor Servicer occurring prior to the termination of such Servicer; provided, however, the Master Servicer shall not be relieved of its liability, if any, as Master Servicer under this Section 3.03(e). (f) The Master Servicer, for the benefit of the Trust and the Certificateholders, shall enforce the obligations of the SRO Servicer under the Servicing Agreement. In the event that the SRO Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the paragraph (a) above, the Master Servicer shall terminate the rights and obligations of the Servicer thereunder and the Master Servicer shall act as servicer of the related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer that is an Acceptable Successor Servicer selected by the Master Servicer, which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it replacesis understood and acknowledged by the parties hereto that (i) there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer and (ii) during the period in which any successor Servicer appointed by the Master Servicer services the SRO Mortgage Loans, notwithstanding anything to the contrary in this Agreement or the Servicing Agreement, (a) in connection with such appointment and assumption, the Trustee, the Seller or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on the SRO Mortgage Loans as it and such successor shall agree; provided, however, that no Subservicing Fee for such successor Servicer shall be in excess of a per annum rate of 0.375% and (b) such successor Servicer must assume all of the obligations of the terminated Servicer under the Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action from the Trust Fund. Notwithstanding anything to the contrary herein, upon the termination of the SRO Servicer for any reason whatsoever, the Servicing Rights Owner, as owner of the related Servicing Rights, shall at all times have the right to present the Master Servicer with a successor Servicer which the Master Servicer will not unreasonably fail to select as the successor Servicer, assuming that such servicer is an Acceptable Successor Servicer and that such servicer will assume all of the obligations of the terminated Servicer under the Servicing Agreement. The Trustee shall have no duty, and shall not be required, to review the terms of such assumption under the Servicing Agreement. (g) It is understood and acknowledged by the parties hereto that, under the Servicing Agreement, the SRO Servicer has the right to resign as a SRO Servicer under the Servicing Agreement, provided that such resignation shall not become effective until (i) the Servicing Rights Owner has consented to such resignation, and (ii) a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. (h) It is understood and acknowledged by the parties hereto that, subject to the provisions of Section 3.03(f) of this Agreement, under the Servicing Agreement, the Servicing Rights Owner has the right to terminate the SRO Servicer, without cause, as provided and subject to the limitations of the Servicing Agreement; provided that such termination shall not become effective until a successor Servicer is appointed which (a) is an Acceptable Successor Servicer and (b) which has assumed all of the obligations of the terminated Servicer under the Servicing Agreement. Any termination fees owed to the terminated SRO Servicer and any reasonable costs and expenses of the Master Servicer incurred in connection with such termination and transfer of servicing shall be paid by the Servicing Rights Owner.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this its Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the a Servicer should be terminated in accordance with the terms hereofits Servicing Agreement, or that a notice should be sent pursuant to the terms hereof such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the a Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expenseexpense subject to Section 3.03(c), provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the a Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. Master Servicer Collection Account pursuant to Section 4.03(b). (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer Ocwen with its duties under this AgreementAgreement and Fremont and Select Portfolio with their respective duties under the Servicing Agreements. In the review of the related Servicer’s 's or Fremont's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the related Servicer (or similar document signed by a Servicing Officer of the Servicer) Fremont with regard to the such Servicer’s 's or Fremont's compliance with the terms of this Agreement or the related Servicing Agreement, as applicable. In the event that the Master Servicer, in its good faith judgment, determines that the related Servicer or Fremont should be terminated in accordance with the terms hereof, hereof or the terms of the related Servicing Agreement or that a notice should be sent pursuant to the terms hereof or the terms of the related Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, or an event of default under the related Servicing Agreement, the Master Servicer shall notify the Depositorrelated Servicer, Fremont, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer Ocwen under this Agreement, Agreement and Fremont and Select Portfolio under the Servicing Agreements and shall, in the event that it receives notice and confirms that the Servicer has failed Ocwen fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, the preceding paragraph, Trustee shall terminate the rights and obligations of the Servicer Ocwen hereunder and in accordance with the provisions of Article VII VIII. In the event that Fremont or Select Portfolio fails to perform its obligations in accordance with the related Servicing Agreement, the Master Servicer shall terminate the rights and obligations of this Agreement and act Fremont or Select Portfolio, as Servicer of applicable, as servicer in accordance with the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerrelated Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that related Servicer or Fremont, as applicable (or from amounts on deposit in the Distribution Account if the related Servicer or Fremont is unable to fulfill its obligations hereunder or under the related Servicing Agreement) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer Servicer) or the TrusteeFremont, as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the related Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if shall require the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer Servicers and Fremont to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. Agreement and the related Servicing Agreements. (e) If the Master Servicer or the Trustee, as applicable, acts as Servicersuccessor to a Servicer or Fremont, it will not assume liability for the representations and warranties of the terminated Servicer that it replacesor Fremont.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the each Servicer with its duties under this the related Servicing Agreement. In the review of the Servicer’s Servicers' activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the related Servicer (or similar document signed by a Servicing Officer an officer of the related Servicer) with regard to the such Servicer’s 's compliance with the terms of this the related Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the a Servicer (other than Wells Fargo) should be terminated in xx accordance with the terms hereofrelated Servicing Agreement, or that a notice should be sent pursuant to the terms hereof related Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The In the event that the Master Servicer (or if Servicer, in its judgment, determines that Wells Fargo should be terminated in xxxxrdance with the Wells Fargo Servicing Agreement, ox xxxt a notice should be sent pursuant to the Wells Fargo Servicing Agreement wxxx xespect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer is shall notify the Depositor and the Indenture Trustee thereof in writing. Pursuant to its receipt of such written notification from the Master Servicer, the Trustee)Indenture Trustee shall issue such notice of termination to Wells Fargo or take such other actixx xx it deems appropriate. (b) The Master Servicer, for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer Servicers under this the related Servicing Agreement, and shall, in the event that it receives notice and confirms that the a Servicer has failed other than Wells Fargo fails to perform its obligations oxxxxxtions in accordance with this the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter into a new Servicing Agreement with a successor servicerservicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such In the event that Wells Fargo fails to perform its xxxxgations in accordance with the Wells Fargo Servicing Agreement, xxxxxct to the preceding paragraph, the Master Servicer shall notify the Indenture Trustee in writing of such failure. Pursuant to its receipt of such notification from the Master Servicer, the Indenture Trustee shall terminate the rights and obligations of Wells Fargo under the Wells Fargo Xxxvicing Agreement xxx xnter in to a new Servicing Agreement with a successor Servicer selected by the Indenture Trustee; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. In either event, such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the related Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer (or in the case Wells Fargo is terminated as the Sexxxxxr, the Indenture Trustee, as applicable), in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To In the event that Wells Fargo is terminated as the Xxxvicer, the Indenture Trustee shall pay the costs of such enforcement at its own expense, subject to its right to be reimbursed for such costs from the Master Servicer Collection Account pursuant to Section 3.03(c); provided that the Indenture Trustee shall not be required to prosecute or defend any legal action except to the extent that the Indenture Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Indenture Trustee to assume or succeed to the duties or obligations of Wells Fargo or the Master Servicer. (c) In the event that Wells Fargo is terminated as Sexxxxxr, to the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, Indenture Trustee related to any termination of Wells Fargo, or the Servicerenforcement or xxxxxcution of related claims, rights or remedies, or the appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Wells Fargo as a result of an event xx xefault by Wells Fargo and (ii) all costs and xxxxxses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor Servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by Wells Fargo after such terminatiox, xhe Indenture Trustee shall be entitled to reimbursement of such costs and expenses from the Master Servicer Collection Account (which the Master Servicer hereby agrees to pay to the Indenture Trustee from the Master Servicer Collection Account upon demand) or, to the extent not paid from such account, the Indenture Trustee shall be entitled to reimburse itself for such costs and expenses from the Payment Account. In all other cases, to the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer (other than Wells Fargo), appointment of a sucxxxxxr servicer or the transfer and assumption of servicing by the Master Servicer with respect to the related Servicing Agreement (including, without limitation, (i) all out of pocket legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if shall require the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer Servicers to comply with the remittance requirements and other obligations set forth in this the related Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as a Servicer, it will not assume liability for the representations and warranties of the Servicer (other than Wells Fargo), if any, that it replacesreplaxxx.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its respective duties under this Agreement. In the review of the Servicer’s ’ activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofthis Agreement, or that a notice should be sent pursuant to the terms hereof this Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphthis Section and Article VIII, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and VIII. The Master Servicer shall act as Servicer servicer of the Mortgage Loans or appoint enter in to a new servicing agreement with a successor servicerservicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Master Servicer or such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any the termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will shall not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the AHM Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s 's compliance with the terms of this the AHM Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofAHM Servicing Agreement, or that a notice should be sent pursuant to the terms hereof AHM Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the AHM Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the AHM Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint to cause the Issuer and the Indenture Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the AHM Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the AHM Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the AHM Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the AHM Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Xxxxx Fargo Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the Xxxxx Fargo Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofXxxxx Fargo Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Xxxxx Fargo Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the DepositorIssuer, the Trust Administrator Depositor and the Indenture Trustee thereof and in writing. Pursuant to its receipt of such written notification from the Master Servicer Servicer, the Indenture Trustee shall issue such notice of termination to the Servicer or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Xxxxx Fargo Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Xxxxx Fargo Servicing Agreement, subject to the preceding paragraph, the Indenture Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter into a new servicing agreement with a successor servicerservicer selected by the Indenture Trustee; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Xxxxx Fargo Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Indenture Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, Indenture Trustee shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, Indenture Trustee shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, Indenture Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Indenture Trustee to assume or succeed to the duties or obligations of the Servicer or the Master Servicer. The Servicer may also, in its discretion, as an alternative to foreclosure, sell defaulted Mortgage Loans at fair market value to third-parties, if the Servicer reasonably believe that such sale would maximize proceeds to the Trust in the aggregate (on a present value basis) with respect to that Mortgage Loan. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, Indenture Trustee related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Xxxxx Fargo Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Xxxxx Fargo Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, Indenture Trustee shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Xxxxx Fargo Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, Indenture Trustee acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Officer's Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Termination, the Master Servicer shall notify the Depositor, the Trust Administrator Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VIII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master 95 Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, hereof or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the DepositorServicer, the Trust Administrator Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, cause the preceding paragraph, Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationan Event of Default, the Master Servicer shall notify the DepositorSeller, the Trust Administrator Trustee and the Trustee MBIA thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersTrustee, the Certificateholders and MBIA, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VIII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVIII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesterminated Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its duties under this the Master Agreement. In the its review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Master Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofMaster Agreement, or that a notice should be sent pursuant to the terms hereof Master Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this the Master Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Master Agreement (subject to any cure periods set forth in the Master Agreement), subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer of the Mortgage Loans or appoint enter into a new Master Agreement with a successor servicerServicer it selects; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Master Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, Trustee shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, Trustee shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, and the Trustee related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, Trustee with respect to this the Master Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default under the Master Agreement and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Servicer to service the Mortgage Loans in accordance with this the Master Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or and the Trustee, as applicable, Trustee shall be entitled to reimbursement of such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of Trustee shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Master Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, Trustee acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Grantor Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Xxxxx Fargo Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the Xxxxx Fargo Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofXxxxx Fargo Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Xxxxx Fargo Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the DepositorDepositor and the Grantor Trustee thereof in writing. Pursuant to its receipt of such written notification from the Master Servicer, the Trust Administrator and the Grantor Trustee thereof and the Master Servicer shall issue such notice of termination to the Servicer or take such other action as it deems appropriate. The Master Servicer . (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in b) In the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Xxxxx Fargo Servicing Agreement, subject to the preceding paragraph, the Grantor Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance enter into a new Servicing Agreement with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicerServicer selected by the Grantor Trustee; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Xxxxx Fargo Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Grantor Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, Grantor Trustee shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, Grantor Trustee shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, Grantor Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Grantor Trustee to assume or succeed to the duties or obligations of the Servicer or the Master Servicer. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, Grantor Trustee related to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master a successor Servicer or the Trustee, as applicable, with respect to this the Xxxxx Fargo Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Xxxxx Fargo Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, Grantor Trustee shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Xxxxx Fargo Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, Grantor Trustee acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Depositor and the Trustee thereof and in writing. Pursuant to its receipt of such written notification from the Master Servicer Servicer, the Trustee shall issue such notice of termination to the Servicer or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, the Master Servicer shall notify the Trustee in writing of such failure. Pursuant to its receipt of such notification from the Master Servicer, the Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with under the provisions of Article VII of this Servicing Agreement and act as Servicer of the Mortgage Loans or appoint enter in to a new Servicing Agreement with a successor servicerServicer selected by the Trustee; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such In either event, such enforcement, including, without limitation, the legal prosecution of claims claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, Trustee in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To In the event that the Servicer is terminated as the Servicer, the Trustee shall pay the costs of such enforcement at its own expense, subject to its right to be reimbursed for such costs from the Master Servicer Collection Account pursuant to Section 3.03(c); provided that the Trustee shall not be required to prosecute or defend any legal action except to the extent that the Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Trustee to assume or succeed to the duties or obligations of the Servicer or the Master Servicer. (c) In the event that Xxxxx Fargo is terminated as Servicer, to the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, Trustee related to any termination of Xxxxx Fargo, or the Servicerenforcement or prosecution of related claims, rights or remedies, or the appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer Xxxxx Fargo as a result of a Servicer Event an event of Default default by Xxxxx Fargo and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated ServicerXxxxx Fargo after such termination, the Master Servicer or the Trustee, as applicable, Trustee shall be entitled to reimbursement of such costs and expenses from the Master Servicer Collection Account (which the Master Servicer hereby agrees to pay to the Trustee from the Master Servicer Collection Account upon demand) or, to the extent not paid from such account, the Trustee shall be entitled to reimburse itself for such costs and expenses from the Distribution Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, Indenture Trustee (on behalf of the Trust Administrator Issuer) and the Depositor the non-compliance by the Servicer with its duties under this the Purchase and Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer of and the Servicer) ’s assessment of compliance and related accountant’s attestation, or other accountant’s report provided to the Master Servicer pursuant to the Purchase and Servicing Agreement, with regard to the Servicer’s compliance with the terms of this the Purchase and Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofPurchase and Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Purchase and Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIndenture Trustee and the Securityholders, shall enforce the obligations of the Servicer under this the Purchase and Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Purchase and Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance thereunder with respect to the provisions of Article VII of this Agreement Mortgage Loans and act as Servicer servicer of the Mortgage Loans or appoint to cause the Indenture Trustee to enter in to a new servicing agreement with a successor servicerservicer selected by the Master Servicer; provided, howeverthat, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Purchase and Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or the Indenture Trustee, as if applicable, related to in connection with any alleged or actual default by the Servicer under the Purchase and Servicing Agreement, any termination of the Servicer, any appointment of a successor servicer or the servicer, and/or any transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Purchase and Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an the investigation of any actual or alleged default by the Servicer under the Purchase and Servicing Agreement, the evaluation of the potential termination and/or the actual termination of the Servicer as a result and the appointment of a successor Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) Servicing Transfer Costs are not fully and timely reimbursed by the terminated ServicerServicer for whatever reason (or are not required to be reimbursed by the terminated Servicer pursuant to the Purchase and Servicing Agreement), the Master Servicer or the Indenture Trustee, as if applicable, shall be entitled to reimbursement of such costs and expenses from the Group I Distribution Account and the Group II Distribution Account. The Master Servicer (or if , pro rata, based on the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure Scheduled Principal Balances of the Servicer to comply with Group I Mortgage Loans and the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. Group II Mortgage Loans. (d) [Reserved] (e) If the Master Servicer or the Trustee, as applicable, another successor servicer acts as the Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replacesreplaces and, as successor servicer, it will not be accountable or liable for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of the predecessor servicer. (f) With respect to Additional Collateral Mortgage Loans, the Master Servicer shall have no duty or obligation to monitor or enforce the activities of the Servicer under the Purchase and Servicing Agreement with respect to Additional Collateral, except (a) with respect to any instances where the Servicer, in the course of fulfilling its obligations under the Purchase and Servicing Agreement seeks directions, instructions, consents or waivers from the Master Servicer with respect to any item of Additional Collateral, or (b) upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the Purchase and Servicing Agreement to liquidate such Additional Collateral as required by the Purchase and Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of the Servicer as successor Servicer under the Purchase and Servicing Agreement pursuant to this Section 3.03, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of the Purchase and Servicing Agreement. (g) The Servicer may modify the terms of any Mortgage Loan as permitted under the Purchase and Servicing Agreement. The Master Servicer shall not be under any obligation to consent to the modification of any Mortgage Loan by the Servicer for which the consent of the Master Servicer is required under the Purchase and Servicing Agreement. In no event shall the Master Servicer consent to any modification of a Mortgage Loan that extends the remaining term to maturity of such Mortgage Loan to a date after the Stated Maturity Date for any related Class of Notes. (h) If the Purchase and Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Purchase and Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the Servicer with its their respective duties under this AgreementAgreement and the Interim Servicers with their respective duties under the Servicing Agreements. In the review of the Servicer’s 's or the related Interim Servicer's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) related Interim Servicer with regard to the Servicer’s 's or Interim Servicer's compliance with the terms of this Agreement or the related Servicing Agreement, as applicable. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer or the related Interim Servicer should be terminated in accordance with the terms hereof, hereof or the terms of the related Servicing Agreement or that a notice should be sent pursuant to the terms hereof or the terms of the related Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, or an event of default under the related Servicing Agreement, the Master Servicer shall notify the DepositorServicer, the Trust Administrator related Interim Servicer, the Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. 103 (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, Agreement and the Interim Servicers under the Servicing Agreements and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, the preceding paragraph, Trustee shall terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement VIII. In the event that an Interim Servicer fails to perform its obligations in accordance with the related Servicing Agreement, the Master Servicer shall terminate the rights and act as Servicer obligations of the Mortgage Loans or appoint a successor Interim Servicer, as servicer; provided, however, it is understood and acknowledged by in accordance with the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerrelated Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the . (c) The Master Servicer or Trustee, as applicable, related shall be entitled to any termination of the Servicer, appointment of a successor servicer or the transfer and assumption of servicing be reimbursed by the Master Servicer or the Trusteerelated Interim Servicer, as applicableapplicable (or from amounts on deposit in the Distribution Account if the Servicer or the related Interim Servicer is unable to fulfill its obligations hereunder or under the related Servicing Agreement) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, with respect to this Agreement (includingfrom the Servicer immediately preceding the Master Servicer) or the related Interim Servicer, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the related Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer and the Interim Servicers to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. Agreement and the Servicing Agreements. (e) If the Master Servicer or the Trustee, as applicable, acts as successor to the Servicer or an Interim Servicer, it will not assume liability for the representations and warranties of the terminated Servicer that it replacesor Interim Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuing Entity, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuing Entity and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuing Entity, the Indenture Trustee and the Securityholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause a successor servicerServicer selected by the Master Servicer to assume the obligations of the Servicer under the Servicing Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 100 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Except as otherwise provided in Subsection (c) below, the Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-monitoring compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Officer's Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s 's compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trust Administrator Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee, the Class IA Insurer and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. The (a) Subject to Section 3A.01, the Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-monitoring compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationa Servicer Event of Default, the Master Servicer shall notify the Depositor, the Trust Administrator Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. Fremont 2006-D Pooling & Servicing Agreement (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee, the NIM Insurer, if any, and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphparagraph and Article VII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerVII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Master Servicer to service the Mortgage Loans in accordance with this Agreementproperly and effectively, upon presentation of reasonable documentation of such costs and expenses. (d) are not fully and timely reimbursed by the terminated ServicerSubject to Section 3A.01, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer. (f) The Master Servicer that it replacesshall not be liable for any acts or omissions of the Servicer.

Monitoring of Servicer. (01) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the Servicer with its duties under this the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the such Servicer’s compliance with the terms of this the Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofServicing Agreement, or that a notice should be sent pursuant to the terms hereof Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (02) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter in to a new Servicing Agreement with a successor servicerServicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerServicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. . (03) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (04) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Servicing Agreement, enforce such obligations. . (05) If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces. (06) In accordance with Section 10.02 of the HomeBanc Servicing Agreement and the provisions of the Special Servicing Agreement, upon the occurrence of a Servicing Termination Trigger, the Master Servicer shall terminate the Servicer as servicer with respect to each Mortgage Loan that is (i) 60 or more days delinquent, (ii) in bankruptcy and 60 or more days delinquent, (iii) in foreclosure and 60 or more days delinquent or (iv) an REO Property, and each Mortgage Loan which becomes 60 or more days delinquent on any future Payment Date (each such Mortgage Loan, a “Specially Serviced Mortgage Loan”) and shall cause the Servicer to transfer the servicing with respect to each such Mortgage Loan to the Special Servicer in accordance with the terms of the Special Servicing Agreement. Anything to the contrary in this Agreement notwithstanding, from and after the Effective Date (as defined in the Special Servicing Agreement) with respect to the first occurrence of a transfer of servicing of any Specially Serviced Mortgage Loan, all references in this Agreement to (x) “the Servicer” shall be deemed to include each of HomeBanc Corp. as servicer under the HomeBanc Servicing Agreement and the Special Servicer, as servicer under the Special Servicing Agreement, (y) “the Servicing Agreement” shall refer to each of the HomeBanc Servicing Agreement and the Special Servicing Agreement and (z) the “Mortgage Loans” shall mean, with respect to the Servicer, the Mortgage Loans other than the Specially Serviced Mortgage Loans, and with respect to the Special Servicer, the Specially Serviced Mortgage Loans; with the result that the Master Servicer shall master service in accordance with the provisions of this Agreement, the servicing of the Mortgage Loans, other than the Specially Serviced Mortgage Loans, by the Servicer and the servicing of the Specially Serviced Mortgage Loans by the Special Servicer.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the Trustee, Indenture Trustee (on behalf of the Trust Administrator Issuer) and the Depositor the non-compliance by the Servicer with its duties under this the Purchase and Servicing Agreement. In the review of the Servicer’s 's activities, the Master Servicer may rely upon an Officers’ Certificate officer's certificate of the Servicer (or similar document signed by a Servicing Officer of and the Servicer) 's assessment of compliance and related accountant's attestation, or other accountant's report provided to the Master Servicer pursuant to the Purchase and Servicing Agreement, with regard to the Servicer’s 's compliance with the terms of this the Purchase and Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereofPurchase and Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Purchase and Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIndenture Trustee and the Securityholders, shall enforce the obligations of the Servicer under this the Purchase and Servicing Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this the Purchase and Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance thereunder with respect to the provisions of Article VII of this Agreement Mortgage Loans and act as Servicer servicer of the Mortgage Loans or appoint to cause the Indenture Trustee to enter in to a new servicing agreement with a successor servicerservicer selected by the Master Servicer; provided, howeverthat, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 ninety (90) days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Purchase and Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicable, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity reasonably acceptable to it for its costs and expenses in pursuing such action. . (c) To the extent that the costs and expenses of the Master Servicer or the Indenture Trustee, as if applicable, related to in connection with any alleged or actual default by the Servicer under the Purchase and Servicing Agreement, any termination of the Servicer, any appointment of a successor servicer or the servicer, and/or any transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Purchase and Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an the investigation of any actual or alleged default by the Servicer under the Purchase and Servicing Agreement, the evaluation of the potential termination and/or the actual termination of the Servicer as a result and the appointment of a successor Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) Servicing Transfer Costs are not fully and timely reimbursed by the terminated ServicerServicer for whatever reason (or are not required to be reimbursed by the terminated Servicer pursuant to the Purchase and Servicing Agreement), the Master Servicer or the Indenture Trustee, as if applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer . (or if the Master Servicer is the Servicer, the Trusteed) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. [Reserved] (e) If the Master Servicer or the Trustee, as applicable, another successor servicer acts as the Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replacesreplaces and, as successor servicer, it will not be accountable or liable for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of the predecessor servicer. (f) With respect to Additional Collateral Mortgage Loans, the Master Servicer shall have no duty or obligation to monitor or enforce the activities of the Servicer under the Purchase and Servicing Agreement with respect to Additional Collateral, except (a) with respect to any instances where the Servicer, in the course of fulfilling its obligations under the Purchase and Servicing Agreement seeks directions, instructions, consents or waivers from the Master Servicer with respect to any item of Additional Collateral, or (b) upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the Purchase and Servicing Agreement to liquidate such Additional Collateral as required by the Purchase and Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of the Servicer as successor Servicer under the Purchase and Servicing Agreement pursuant to this Section 3.03, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of the Purchase and Servicing Agreement. (g) The Servicer may modify the terms of any Mortgage Loan as permitted under the Purchase and Servicing Agreement. The Master Servicer shall not be under any obligation to consent to the modification of any Mortgage Loan by the Servicer for which the consent of the Master Servicer is required under the Purchase and Servicing Agreement. In no event shall the Master Servicer consent to any modification of a Mortgage Loan that extends the remaining term to maturity of such Mortgage Loan to a date after the Stated Maturity Date for any related Class of Notes. (h) If the Purchase and Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Purchase and Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements.

Monitoring of Servicer. The Master Servicer shall be responsible for reporting to the TrusteeTrustee (as successor master servicer), the Trust Administrator Securities Administrator, the Back-Up Servicer and the Depositor the non-compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate of the Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Securities Administrator, the Back-Up Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. The Master Servicer (or if the Master Servicer is the Servicer, the TrusteeTrustee as successor master servicer), for the benefit of the Certificateholders, Certificateholders shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that the Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and Agreement, pursuant to which the Successor Servicer will act as Servicer of the Mortgage Loans or appoint a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicerservicer hereunder. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or TrusteeTrustee (as successor master servicer), as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans. The Master Servicer or the TrusteeTrustee (as successor master servicer), as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the TrusteeTrustee (as successor master servicer), as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the TrusteeTrustee (as successor master servicer), as applicable, shall have received reasonable indemnity satisfactory to it for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Back-Up Servicer, Master Servicer or TrusteeTrustee (as successor master servicer), as applicable, related to any termination of the Servicer, enforcement of the Servicer’s obligations, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicableSuccessor Servicer, with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer Successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer Successor Servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed by the terminated Servicer, Successor Servicer, the Back-Up Servicer, Master Servicer or the TrusteeTrustee (as successor master servicer), as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Certificate Account. The Master Servicer (or if the Master Servicer is the Servicer, the TrusteeTrustee (as successor master servicer)) shall, upon receipt from the Servicer, the Master Servicer or the Trust Securities Administrator, of notice of any failure of the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to the TrusteeIssuer, the Trust Administrator Indenture Trustee and the Depositor the non-compliance by the each Servicer with its duties under this the Wxxxx Fargo Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the Servicer (or similar document signed by a Servicing Officer an officer of the Servicer) with regard to the Servicer’s compliance with the terms of this the Wxxxx Fargo Servicing Agreement. In the event that the Master Servicer, in its good faith judgment, determines that the a Servicer should be terminated in accordance with the terms hereofWxxxx Fargo Servicing Agreement, or that a notice should be sent pursuant to the terms hereof Wxxxx Fargo Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator Issuer and the Indenture Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the CertificateholdersIssuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the Servicer under this the Wxxxx Fargo Servicing Agreement, and shall, in the event that it receives notice and confirms that the a Servicer has failed fails to perform its obligations in accordance with this the Wxxxx Fargo Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer hereunder and in accordance with the provisions of Article VII of this Agreement thereunder and act as Servicer servicer of the related Mortgage Loans or appoint cause the Issuer and the Indenture Trustee to enter into a new servicing agreement with a successor servicerservicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. Such enforcement, including, without limitation, the legal prosecution of claims claims, termination of the Wxxxx Fargo Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. The Servicer may also, in its discretion, as an alternative to foreclosure, sell defaulted Mortgage Loans at fair market value to third-parties, if the Servicer reasonably believes that such sale would maximize proceeds to the Trust in the aggregate (on a present value basis) with respect to that Mortgage Loan. (c) To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any termination of the a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this the Wxxxx Fargo Servicing Agreement (including, without limitation, (i) all out of pocket legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the a Servicer as a result of a an event of default by the Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer service to service the Mortgage Loans in accordance with this the Wxxxx Fargo Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Master Servicer Collection Account. . (d) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of shall require the Servicer to comply with the remittance requirements and other obligations set forth in this the Wxxxx Fargo Servicing Agreement, enforce such obligations. . (e) If the Master Servicer or the Trustee, as applicable, acts as a Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of Servicer. (a) The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by the each Servicer with its duties under this Agreement or the Servicing Agreement, as applicable. In the review of the related Servicer’s activities, the Master Servicer may rely upon an Officers’ Officer’s Certificate of the such Servicer (or similar document signed by a Servicing Officer of the Servicer) with regard to the related Servicer’s compliance with the terms of this Agreement or the Servicing Agreement, as applicable. In the event that the Master Servicer, in its good faith judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof or the Servicing Agreement, as applicable, with respect to the occurrence of an event that, unless cured, would constitute grounds for such terminationthe Servicer Event of Default, the Master Servicer shall notify the Depositorrelated Servicer, the Trust Administrator Sponsor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. . (b) The Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer Servicers under this Agreement or the Servicing Agreement, as applicable, and shall, in the event that it receives notice and confirms that the Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to this Section and Article VIII, notify the preceding paragraph, Trustee and the Trustee shall terminate the rights and obligations of the related Servicer hereunder and or under the Servicing Agreement, as applicable, in accordance with the provisions of Article VII VIII. In the event the rights and obligations of this Agreement and a Servicer (or any successor thereto) are terminated, the Master Servicer shall act as Servicer servicer of the related Mortgage Loans or appoint a successor servicer; providedservicer shall be appointed in accordance with the provisions of Article VIII or in accordance with the terms of the Servicing Agreement, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor serviceras applicable. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or Trustee, as applicableServicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action. To . (c) The Master Servicer shall be entitled to be reimbursed by the extent that related Servicer (or from amounts on deposit in the Distribution Account if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs and expenses associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer or Trustee, as applicable, related to any termination of the Servicer, appointment of a successor servicer or from the transfer and assumption of servicing by Servicer immediately preceding the Master Servicer or the TrusteeServicer), as applicable, with respect to this Agreement (including, including without limitation, (i) all legal any reasonable out-of-pocket or third party costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of a Servicer Event of Default and (ii) all costs and or expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully properly and timely reimbursed by the terminated Servicereffectively, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement upon presentation of reasonable documentation of such costs and expenses from the Distribution Account. expenses. (d) The Master Servicer (or if shall require the Master Servicer is the Servicer, the Trustee) shall, upon receipt from the Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of the Servicer Servicers to comply with the remittance requirements and other obligations set forth in this Agreement and the Servicing Agreement, enforce such obligations. as applicable. (e) If the Master Servicer or the Trustee, as applicable, acts as successor to any Servicer, it will not assume any liability for the representations and warranties of the Servicer that it replacesterminated Servicer.