Common use of Monitoring of the Servicers Clause in Contracts

Monitoring of the Servicers. The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by each Servicer with its duties under this Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate of such Servicer (or similar document signed by a Servicing Officer of a 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 a Servicer should be terminated due to the occurrence of a Servicer Event of Default, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would become a Servicer Event of Default, 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 a Servicer, the Trustee), for the benefit of the Certificateholders, shall enforce the obligations of each Servicer under this Agreement, and shall, in the event that it receives notice and confirms that a Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of such 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 a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to this 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 a 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 a Servicer, the Trustee) shall, upon receipt from a Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of such 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 the Servicers. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by each Servicer with its duties under this Agreement. In the review of each a Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of such Servicer (or similar document signed by a Servicing Officer of a Servicer) with regard to the Servicer’s its compliance with the terms of this Agreement. In the event that the Master Servicer, in its good faith judgment, determines that a Servicer should be terminated due to the occurrence of a Servicer Event of Defaultin accordance with this 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 become a Servicer Event of Defaultconstitute 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 a Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer under this Agreement, and shall, in the event that it receives notice and confirms that a Servicer has failed fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraphthis Section and Article VIII, shall terminate the rights and obligations of such Servicer hereunder and in accordance with the provisions of Article VII of this Agreement and VIII. The Master Servicer shall act as the Successor Servicer of the Mortgage Loans serviced by such terminated Servicer or appoint enter in to a successor servicernew servicing agreement with a Successor Servicer 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 ninety (90) days) before the actual servicing functions can be fully transferred to the Master Servicer or such successor servicerSuccessor 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 a 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 a Servicer as a result of a an event of default by such Servicer Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer 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 a Servicer, the Trustee) shall, upon receipt from a Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of such shall require each 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 a Successor Servicer, it will shall not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces.

Monitoring of the Servicers. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by each Servicer with its duties under this Agreement or the Servicing Agreement, as applicable. In the review of each a Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of such Servicer (or similar document signed by a Servicing Officer of a Servicer) with regard to the Servicer’s its compliance with the terms of this Agreement or the Servicing Agreement, as applicable. In the event that the Master Servicer, in its good faith judgment, determines that a Servicer should be terminated due to in accordance with this Agreement or the occurrence of a Servicer Event of DefaultServicing Agreement, as applicable, 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 become a Servicer Event of Defaultconstitute 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 a Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer the Servicers under this Agreement and, if applicable, the Servicing Agreement, and the Master Servicer (or, if Wxxxx Fargo is the defaulting Servicer, the Trustee) shall, in the event that it receives notice and confirms that a Servicer has failed fails to perform its obligations in accordance with this Agreement or the Servicing Agreement, as applicable, subject to this Section, Article VIII and the preceding paragraphServicing Agreement, terminate the rights and obligations of such Servicer hereunder and or under the Servicing Agreement, as applicable in accordance with the provisions of Article VII of this Agreement and VIII or the Servicing Agreement, as applicable. The Master Servicer (or, if Wxxxx Fargo is the defaulting Servicer, 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 Master Servicer (or, if Wxxxx Fargo is the defaulting Servicer, the Trustee); provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Master Servicer, the Trustee or such successor servicerSuccessor 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 the 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 expenseenforcement, provided that no provision of this Agreement shall require the Master Servicer or the TrusteeTrustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, as applicableor in the exercise of any of their rights or powers, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, if they 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 them. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any the termination of a 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 Trustee if Wxxxx Fargo is the defaulting Servicer (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 a defaulting 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 related Mortgage Loans in accordance with this Agreement or the Servicing Agreement, as applicable) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, applicable shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is a Servicer, the Trustee) shall, upon receipt from a Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of such shall require each Servicer to comply with the remittance requirements and other obligations set forth in this Agreement or the Servicing Agreement, enforce such obligationsas applicable. 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 a Servicer that it replaces.

Monitoring of the Servicers. The Master Servicer shall be responsible for reporting to monitoring the Trustee, the Trust Administrator and the Depositor the non-compliance by each Servicer with its duties under this Agreement or the Servicing Agreement, as applicable. In the review of each a Servicer’s activities, the Master Servicer may rely upon an Officers’ Certificate officer’s certificate of such Servicer (or similar document signed by a Servicing Officer of a Servicer) with regard to the Servicer’s its compliance with the terms of this Agreement or the Servicing Agreement, as applicable. In the event that the Master Servicer, in its good faith judgment, determines that a Servicer should be terminated due to in accordance with this Agreement or the occurrence of a Servicer Event of DefaultServicing Agreement, as applicable, 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 become a Servicer Event of Defaultconstitute 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 a Servicer, the Trustee), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer the Servicers under this Agreement and, if applicable, the Servicing Agreement, and the Master Servicer (or, if Xxxxx Fargo is the defaulting Servicer, the Trustee) shall, in the event that it receives notice and confirms that a Servicer has failed fails to perform its obligations in accordance with this Agreement or the Servicing Agreement, as applicable, subject to this Section, Article VIII and the preceding paragraphServicing Agreement, terminate the rights and obligations of such Servicer hereunder and or under the Servicing Agreement, as applicable in accordance with the provisions of Article VII of this Agreement and VIII or the Servicing Agreement, as applicable. The Master Servicer (or, if Xxxxx Fargo is the defaulting Servicer, 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 Master Servicer (or, if Xxxxx Fargo is the defaulting Servicer, the Trustee); provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Master Servicer, the Trustee or such successor servicerSuccessor 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 the 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 expenseenforcement, provided that no provision of this Agreement shall require the Master Servicer or the TrusteeTrustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, as applicableor in the exercise of any of their rights or powers, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, if they 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 them. To the extent that the costs and expenses of the Master Servicer or Trustee, as applicable, related to any the termination of a 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 Trustee if Xxxxx Fargo is the defaulting Servicer (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 a defaulting 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 related Mortgage Loans in accordance with this Agreement or the Servicing Agreement, as applicable) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, applicable shall be entitled to reimbursement of such costs and expenses from the Distribution Account. The Master Servicer (or if the Master Servicer is a Servicer, the Trustee) shall, upon receipt from a Servicer, the Master Servicer or the Trust Administrator, of notice of any failure of such shall require each Servicer to comply with the remittance requirements and other obligations set forth in this Agreement or the Servicing Agreement, enforce such obligationsas applicable. 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 a Servicer that it replaces.

Monitoring of the Servicers. The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the non-compliance by each the Servicer with its duties under this Agreement. In the review of each the Servicer’s activities, the Servicer and the Master Servicer may rely upon an Officers’ Officer’s Certificate of such the Servicer (or similar document signed by a Servicing Officer of a 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 a the Servicer should be terminated due to in accordance with the occurrence of a Servicer Event of Defaultterms hereof or thereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would become a Servicer Event of Defaultconstitute grounds for such termination, the Master Servicer shall notify the Depositor, the Certificate Insurer, 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 a the Servicer, ) the Trustee), for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, shall enforce the obligations of each the Servicer under this Agreement, and shall, in the event that it receives notice and confirms that a the Servicer has failed to perform its obligations in accordance with this Agreement, subject to the preceding paragraph, terminate the rights and obligations of such the Servicer hereunder and or thereunder in accordance with the provisions of Article VII of this Agreement and act as Servicer of the such 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 such 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 a 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 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 a 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) 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 a the Servicer, the TrusteeTrustee (or other successor master servicer)) shall, upon receipt from a the Servicer, the Master Servicer Servicer, the Certificate Insurer or the Trust Administrator, of notice of any failure of such the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement, enforce such obligationsobligations after consultation with the Depositor and the Certificate Insurer. If the Master Servicer or the Trustee, as applicable, acts as a Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces.