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. 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. 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 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. 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 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. 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 the Issuer, the Indenture Trustee, the Trust Administrator Seller 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 accordance with the terms hereofrelated Servxxxxx 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 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 In the event that it receives notice and confirms the Master Servicer, in its judgment, determines 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 Wells Fargo should be terminated in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans Wells Fargo Sxxxxxing Agreement, or appoint that a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will notice should 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 sent pursxxxx 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, Wells Fargo Servicing Agreement with respect to this Agreement (includingthe occurrence of an xxxxx that, without limitationunless cured, (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 would constitute grounds for 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 Servicertermination, the Master Servicer or shall notify the Trustee, as applicable, shall be entitled Depositor and the Indenture Trustee thereof in writing. Pursuant to reimbursement its receipt of such costs and expenses written notification 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 Indenture Trustee shall issue such notice of any failure of the Servicer termination to comply with the remittance requirements and Wells Fargo or take such other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, action as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesdeems appropriate.

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 '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. 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 '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 '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 115 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. iii) The Master Servicer shall be responsible for reporting to the TrusteeIssuing Entity, the Trust Administrator Indenture Trustee and the Depositor (and the non-Underlying Trust REMIC and the Indenture Trustee with respect to the REMIC Class A Notes and Trustee with respect to the REMIC Certificates) the compliance by the each 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 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 a 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 Depositor, the Trust Administrator Issuing Entity and the Indenture Trustee (and the Underlying Trust REMIC and the Indenture Trustee with respect to the REMIC Class A Notes and Trustee with respect to the REMIC Certificates) 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 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 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 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 applicableServicer, in its good faith business judgment, would require were it determines that Wells Fargo should be terminated in xxxxrdance with the owner of the Mortgage Loans. The Master Servicer or the TrusteeWells Fargo Servicing Agreement, 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 ox xxxt a notice should be required to prosecute or defend any legal action except sent pursuant to the extent that Wells Fargo Servicing Agreement wxxx xespect to the Master Servicer or the Trusteeoccurrence of an event that, as applicableunless cured, shall have received reasonable indemnity would constitute grounds 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 Servicertermination, the Master Servicer or shall notify the Trustee, as applicable, shall be entitled Depositor and the Indenture Trustee thereof in writing. Pursuant to reimbursement its receipt of such costs and expenses written notification 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 Indenture Trustee shall issue such notice of any failure of the Servicer termination to comply with the remittance requirements and Wells Fargo or take such other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, as applicable, acts as Servicer, actixx xx it will not assume liability for the representations and warranties of the Servicer that it replacesdeems appropriate.

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 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 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. 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 successor 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 shall 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, subject to its right of reimbursement pursuant to the provisions of this Agreement or the Servicing 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 Nothing herein shall impose any obligation on the extent that part of the costs and expenses Trustee to assume or succeed to the duties or obligations of the Master Servicer or Trustee, as applicable, related unless the Trustee has not been able to any termination of the Servicer, appointment of find 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 replacesmaster 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 each Servicer with its duties under this the related Servicing Agreement. In the review of the each Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of the a 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 (other than Xxxxx Fargo) 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. 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 In the event that it receives notice and confirms the Master Servicer, in its judgment, determines 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 Xxxxx Fargo should be terminated in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans Xxxxx Fargo Servicing Agreement, or appoint that a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will notice should 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 sent pursuant 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, Xxxxx Fargo Servicing Agreement with respect to this Agreement (includingthe occurrence of an event that, without limitationunless cured, (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 would constitute grounds for 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 Servicertermination, the Master Servicer or shall notify the Trustee, as applicable, shall be entitled Depositor and the Trustee thereof in writing. Pursuant to reimbursement its receipt of such costs and expenses written notification 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 Trustee shall issue such notice of any failure of the Servicer termination to comply with the remittance requirements and Xxxxx Fargo or take such other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, action as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesdeems appropriate.

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, 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. 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. 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, 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. 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 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 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 Xxxxx Fargo) should be terminated in 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 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 In the event that it receives notice and confirms the Master Servicer, in its judgment, determines 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 Xxxxx Fargo should be terminated in accordance with the provisions of Article VII of this Agreement and act as Servicer of the Mortgage Loans Xxxxx Fargo Servicing Agreement, or appoint that a successor servicer; provided, however, it is understood and acknowledged by the parties hereto that there will notice should 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 sent pursuant 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, Xxxxx Fargo Servicing Agreement with respect to this Agreement (includingthe occurrence of an event that, without limitationunless cured, (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 would constitute grounds for 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 Servicertermination, the Master Servicer or shall notify the Trustee, as applicable, shall be entitled Depositor and the Indenture Trustee thereof in writing. Pursuant to reimbursement its receipt of such costs and expenses written notification 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 Indenture Trustee shall issue such notice of any failure of the Servicer termination to comply with the remittance requirements and Xxxxx Fargo or take such other obligations set forth in this Agreement, enforce such obligations. If the Master Servicer or the Trustee, action as applicable, acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replacesdeems appropriate.