Common use of Trustee to Act as Master Servicer Clause in Contracts

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master Servicer, the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to the Servicing Contracts and the Mortgage Loans then being master serviced and serviced by such Master Servicer and an accounting of amounts collected and held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer at pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Trustee shall decide whether and to what extent it is unable in the best interest of the Certificateholders to fulfill pursue any remedy against any party obligated to make such obligations) for all Master Servicing Transfer Costsreimbursement.

Trustee to Act as Master Servicer. In the event a that the Master Servicer or any successor master servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, thereupon assume all of the rights and obligations of such the Master Servicer hereunder and all arising thereafter (except that the Trustee shall not be liable for losses in connection with Eligible Investments required to be paid by the Master Servicer pursuant to Section 3.07 or 4.01 hereof, obligated to make Monthly Advances if prohibited by applicable law, liable for any actions or omissions of the predecessor Master Servicer, nor obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder as substitute Master Servicer, including pursuant to Section 2.04 hereof and except that the Trustee makes no representations and warranties hereunder, including pursuant to Section 2.04 hereof). If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default), the Trustee (or any other successor master servicer) may, at its sole option, succeed to any rights and obligations of such the Master Servicer under the any Sub-Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee Agreement and shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreementstherein; provided, as applicablehowever, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the this Agreement, any Sub- Servicing Contracts or Servicing Agreements, as applicable, with respect substitute servicing agreement arising prior to the related Master Servicer's duties date of such succession, including, without limitation, payment of any termination fee that may become due to be performed prior to its a Sub-Servicer upon termination hereunderof the Sub-Servicing Agreement. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC The Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master Servicer, the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A Master Servicer at its expense shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans servicing to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the predecessor Master Servicer at pursuant to Section 3.07 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 hereof or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans each subservicing agreement or substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer is unable to fulfill shall reimburse the Trust for any such obligations) for all Master Servicing Transfer Costsexpense incurred by the Trust.

Trustee to Act as Master Servicer. In If the event a Master Servicer or any successor master servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, thereupon assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such the Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for arising thereafter (except that the Trustee shall not be (a) liable for losses of the Master Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Master Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have assumed all made any representations and warranties of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05Section 7.02. In addition, with respect to If the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer (including by reason of any Event of Default), the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a the successor Master Servicer may elect to assume, all of the succeed to any rights and obligations of the WMMSC Master Servicer under each Servicing Agreement or may terminate each Servicing Agreement. If it has elected to assume the Servicing Agreement, the Trustee or the successor Master Servicer shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as WMMSC Servicer with respect a party to such WMMSC Mortgage Loans. A any Servicing Agreement entered into by the Master Servicer at its expense as contemplated by Section 3.02 to the same extent as if the Servicing Agreement had been assigned to the assuming party except that the Master Servicer shall not be relieved of any liability or obligations under any such Servicing Agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the each Servicing Contracts Agreement or substitute servicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related such substitute Servicing Contracts relating to such Mortgage Loans Agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer at pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust; provided, further that that Trustee’s entitlement to withdraw such reimbursement is unable to fulfill such obligations) for all not contingent upon the Master Servicing Transfer CostsServicer reimbursing the Trust Fund.

Trustee to Act as Master Servicer. In the event a the Master Servicer or any successor master servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such the Master Servicer hereunder and all of the rights and obligations of such the Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage LoansAgreement, unless the Trustee elects to terminate the Servicing Contracts or Servicing AgreementsAgreement, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicableAgreement, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicableAgreement, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans Agreement had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicableAgreement, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master Servicer, the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A The predecessor Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to the Servicing Contracts and the Mortgage Loans then being master serviced and serviced by such Master Servicer and an accounting of amounts collected and held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a that the Master Servicer or any successor master servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a another successor Master Servicer to assume, designated by the Certificate Insurer shall thereupon assume all of the rights and obligations of such the Master Servicer hereunder and all arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer pursuant to Section 3.10 hereof or any acts or omissions of the predecessor Master Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03, or (iv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default), the Trustee (or any other successor servicer designated by the Certificate Insurer) may, at its option, succeed to any rights and obligations of such the Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans any subservicing agreement in accordance with the terms thereof. Unless ; provided that the Trustee so (or any other successor servicer designated by the Certificate Insurer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed succeed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under obligations of the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to Master Servicer thereunder; and the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect subservicing agreement arising prior to the related Master Servicer's duties to be performed prior to its termination hereunderdate of such succession. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC The Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master Servicer, the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A Master Servicer at its expense shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer at pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases of Mortgage Loans hereunder including, but not limited to, repurchases of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer is unable to fulfill shall reimburse the Trust for any such obligations) for all Master Servicing Transfer Costsexpense incurred by the Trust.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer at pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law or (iii) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer is unable to fulfill shall reimburse the Trust for any such obligations) for all Master Servicing Transfer Costsexpense incurred by the Trust.

Trustee to Act as Master Servicer. In the event a that the Master Servicer or any successor master servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder or its designee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, thereupon assume all of the rights and obligations of such the Master Servicer hereunder and all arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer pursuant to Section 3.10 hereof or any acts or omissions of the predecessor Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 hereof or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof). If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default), the Trustee (or any other successor servicer) may, at its option, succeed to any rights and obligations of such the Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans any subservicing agreement in accordance with the terms thereof. Unless ; provided that the Trustee so (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed succeed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under obligations of the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to Master Servicer thereunder; and the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect subservicing agreement arising prior to the related Master Servicer's duties to be performed prior to its termination hereunderdate of such succession. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC The Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master Servicer, the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A Master Servicer at its expense shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the predecessor Master Servicer at pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer is unable to fulfill shall reimburse the Trust for any such obligations) for all Master Servicing Transfer Costsexpense incurred by the Trust.

Trustee to Act as Master Servicer. In the event a that the Master Servicer or any successor master servicer shall for any reason no longer be a the Master Servicer hereunder (including by reason of an Event of DefaultDefault or termination by the Depositor), the Trustee as trustee hereunder or, with the consent of the Certificate Insurer, its designee shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, thereupon assume all of the rights and obligations of such the Master Servicer hereunder and all arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer pursuant to Section 3.10 hereof or any acts or omissions of the predecessor Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.03 or the first paragraph of Section 6.02 hereof). If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default or termination by the Depositor), the Trustee (or any other successor servicer) may, at its option, succeed to any rights and obligations of such the Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans any subservicing agreement in accordance with the terms thereof. Unless ; provided that the Trustee so (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed succeed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under obligations of the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to Master Servicer thereunder; and the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect subservicing agreement arising prior to the related Master Servicer's duties to be performed prior to its termination hereunderdate of such succession. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC The Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master Servicer, the Trustee as trustee hereunder shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A Master Servicer at its expense shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans subservicing agreement to the assuming party. The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Trustee to Act as Master Servicer. In the event a Master Servicer or any successor master servicer shall for any reason no longer be a Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder and all of the rights and obligations of such Master Servicer under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Mortgage Loans, unless the Trustee elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, with respect to such Mortgage Loans in accordance with the terms thereof. Unless the Trustee so elects to terminate the Servicing Contracts or Servicing Agreements, as applicable, the Trustee, its designee or the successor master servicer for the Trustee shall be deemed to have assumed all of the applicable Master Servicer's interest therein with respect to the related Mortgage Loans and to have replaced the applicable Master Servicer as a party to the Servicing Contracts or Servicing Agreements, as applicable, to the same extent as if the rights and duties under the Servicing Contracts or Servicing Agreements relating to such Mortgage Loans had been assigned to the assuming party, except that the related Master Servicer shall not thereby be relieved of any liability or obligations under the Servicing Contracts or Servicing Agreements, as applicable, with respect to the related Master Servicer's duties to be performed prior to its termination hereunder. Any such assumption shall be subject to Sections 7.02 and 8.05. In addition, with respect to the WMMSC Master Serviced Loans for which the WMMSC Master Servicer has not entered into a Servicing Contract, if the WMMSC Master Servicer shall for any reason no longer be the WMMSC Master ServicerServicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee as trustee hereunder or its successor shall assume, within 90 days of such time, or shall appoint a successor Servicer to assume, in accordance with Section 7.02 thereupon assume all of the rights and obligations of the WMMSC Master Servicer as WMMSC Servicer with respect to such WMMSC Mortgage Loans. A hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer at pursuant to Section 3.09 hereof (or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its expense successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement. The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Servicing Contracts each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being master serviced and serviced by such Master Servicer thereunder and an accounting of amounts collected and or held by such Master Servicer, and shall transfer control of the related Master Servicer Custodial Account, Escrow Accounts and any investment accounts to the successor Master Servicer, it and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties under the related Servicing Contracts relating to such Mortgage Loans substitute subservicing agreement to the assuming party. The Trustee or successor master servicer shall be entitled to be reimbursed from the predecessor Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively. If the Master Servicer does not pay such reimbursement within thirty (or 30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust if and the predecessor Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer is unable to fulfill shall reimburse the Trust for any such obligations) for all Master Servicing Transfer Costsexpense incurred by the Trust.