Common use of thereof Clause in Contracts

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a such Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried carved out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expiresServicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against Notwithstanding any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction other provision of the Master Servicer except to Deposit Agreement or hereof, the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other Servicer, appointment of Company may not appoint a successor servicer to an Other Servicer depositary hereunder or the transfer and assumption establish another deposit facility with another depositary bank for a period of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses ten years from the Certificate Account. To the extent that the costs and expenses date of the Trustee related to any termination of Wells Fargo Bank, as hereof unless (a) a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee dispute with respect to the Wells Fargo Bank Servicing services provided by the Depositary hereunder remains unresolved after a period of three months from the date such problem was first brought to the attention of the Depositary by the Company or (b) the relevant pro rata amount of any contribution made to the Company by the Depositary is repaid to the Depositary. The termination of the appointment or the resignation of the Depositary shall take effect on the date specified in such notice; provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor Depositary as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shall desire the termination of the Deposit Agreement (includingas provided in Section 6.02 thereof, shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal office in the Borough of Manhattan, The City of New York with effect from the date of termination or resignation specified in such notice as soon as reasonably possible following notice of such termination or resignation. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without limitationany further act or deed, (▇) ▇ll legal costs shall become fully vested with all the rights, powers, duties and expenses obligations of its predecessor; provided, however, that such -------- ------- predecessor, upon payment of all sums due it and all due diligence costs and expenses associated with an evaluation on the written request of the potential termination Company, shall execute and deliver an instrument transferring to such successor all rights and powers of Wells Fargo Bank such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Registered Holders of all outstanding Receipts and such other information relating to Receipts and Registered Holders thereof as a Servicer as a result the successor may reasonably request. The Depositary shall promptly mail notice of an event the appointment of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer successor depositary to the Registered Holders of servicing, including all servicing files and all servicing data Receipts and the completionCustodian. Any corporation into or with which the Depositary may be converted, correction merged or manipulation consolidated shall be the successor of such servicing data Depositary without the execution or filing of any document or any further act. The Depositary may appoint one or more agents to act as its Custodian under the Deposit Agreement. The Depositary has initially appointed The Industrial Credit and Investment Corporation of India Limited as Custodian and agent of the Depositary for the purpose of the Deposit Agreement. Any Custodian in acting under the Deposit Agreement shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India which shall thereafter be a Custodian. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary, any Custodian then acting shall forthwith become, without any further act or writing, the agent of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any Custodian; provided, however, that -------- ------- the successor depositary so appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be required by the successor servicer proper to correct any errors or insufficiencies in the servicing data or otherwise give to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully such Custodian full and timely reimbu▇▇▇▇ by Wells Fargo Bank complete power and authority as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment agent of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminatedsuccessor depositary.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a such Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expiresServicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. .. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. .. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried carved out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried carved out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a substitu▇▇ ▇▇▇▇▇itute Servicing rvicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Servicin▇ ▇▇▇▇▇cing Agreementeement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells ▇▇▇▇▇ Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute substitute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells ▇▇▇▇▇ Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Servicing Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a such Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells ▇▇▇▇▇ Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute substitute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells ▇▇▇▇▇ Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Servicing Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expiresServicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a sub▇▇▇▇▇itute te Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Ser▇▇▇▇▇cing g Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, (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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

thereof. The Master Servicer Trustee shall indemnify deliver to the Servicers a copy of such Final Certification. If, in the course of such review, the Trustee finds any document or documents constituting a part of a Mortgage File which do not meet the requirements of (i)-(iv) above, the Trustee shall promptly notify the Servicer and hold it harmless the Depositor in writing, and request that such Servicer correct or cure such defect within 60 days from the date the Servicer was so notified of such defect and, if the Servicer does not correct or cure such defect within such period, that the Servicer pursuant to the assignment by the Depositor to the Trustee for the benefit of the Certificateholders of the benefit of the Servicer's obligation to repurchase defective Mortgage Loans, either: (a) substitute for the related Mortgage Loan a Replacement Mortgage Loan or Loans, which substitution shall be accomplished within the time period set forth in Section 2.05, in the manner and against subject to the conditions set forth in Section 2.03 and the terms and conditions with respect to substitution in Section 2.05; or (b) purchase such Mortgage Loan from the Trust Fund at the Purchase Price therefor. The Purchase Price for any such Mortgage Loan shall be deposited by the Servicer in the Custodial Account maintained by the Servicer pursuant to the related Warranty and all claimsServicing Agreement and, liabilitiesupon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer (which notification shall include a statement as to the accuracy of the Purchase Price), costs the Trustee shall release the related Mortgage File to the Servicer, and expenses (includingshall execute and deliver such instruments of transfer or assignment, in each case without limitationrecourse, reasonable attorneys' fees) arising out ofas shall be necessary to vest in the Servicer, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except designee, title (to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant title was transferred to the immediately preceding sentenceTrustee) of the Master Servicer related to any termination Mortgage Loan released pursuant hereto. The Trustee shall retain possession and custody of an Other Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other Servicer as a result of an event of default by such Other Servicer, (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 each Mortgage Loans File in accordance with the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transfer) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect subject to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs terms and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a ▇▇▇▇▇itute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated ▇▇▇▇▇cing Agreementconditions set forth herein. It is understood and acknowledged by agreed that the parties hereto that there will be a period obligation of transition the Servicer under the related Warranty and Servicing Agreement to substitute for or to purchase any Mortgage Loan which does not to exceed ninety meet the requirements of this Section 2.02 (90i) days before - (iv) above shall constitute the servicing functions can be transferred to sole remedy respecting such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect defect available to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminatedTrustee.

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of a Servicing Agreement at the direction of the Master Servicer except to the extent that such claims, liabilities, costs and expenses are incurred as a result of the bad faith, willful misfeasance or gross negligence of the Trustee in the performance of its obligations hereunder. To the extent that the costs and expenses (including any amounts paid by the Master Servicer pursuant to the immediately preceding sentence) of the Master Servicer related to any termination of an Other a Servicer, appointment of a successor servicer to an Other Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Other Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of an Other the Servicer as a result of an event of default by such Other Servicer, Servicer 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 the related Other Servicing Agreement and (iii) any costs incurred by the Trustee in connection with a servicing transferAgreement) are not fully and timely reimbursed by the terminated Other Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Certificate Account. To the extent that the costs and expenses of the Trustee related to any termination of Wells Fargo Bank, as a Servicer under the Wells Fargo Bank Servicing ▇▇▇▇▇ment, appointment of a successor to W▇▇▇▇ Fargo Bank as a Servicer or the transfer and assumption of serv▇▇▇▇▇ by the Trustee with respect to the Wells Fargo Bank Servicing Agreement (including, without limitation, (▇) ▇ll legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of Wells Fargo Bank as a Servicer as a result of an event of default by ▇▇▇▇▇ Fargo Bank as Servicer and (ii) all costs and expenses associat▇▇ ▇▇th the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Wells Fargo Bank Servicing Agreement) are not fully and timely reimbu▇▇▇▇ by Wells Fargo Bank as a Servicer, the Trustee shall be entitled to reim▇▇▇▇▇ment of such costs and expenses from the Certificate Account. If the Master Servicer or Trustee terminates an Other Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. If the Trustee terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a su▇▇▇▇▇itute ute Servicing Agreement with another mortgage loan service company acceptable to the Trustee and each Rating Agency under which such substitute servicer shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by Wells Fargo Bank, in its capacity as Servicer, under such terminated Se▇▇▇▇▇cing ng Agreement. It is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed ninety (90) days before the servicing functions can be transferred to such substitute servicer. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by an Other Servicer and the transition period relating to the transfer of such servicing expires, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by an Other Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.