Common use of Backup Servicer to Act: Appointment of Successor Clause in Contracts

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification of any Service Transfer or any resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days' prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Periodic Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer's certificate that contains: (i) a complete description of such representations, warranties or covenants of all material breaches by the Issuer, Master Servicer under the Seller, the Originator, Agreement known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that all reports required to be filed with the initial Indenture Trustee have been timely filed by the Master Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 7.02 or any the resignation of the Servicer in accordance with Section 5.0412.01, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup ServicerServicer , upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer will not assume any obligations of the Seller pursuant to Section 3.06, and (ii) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee Servicer of any of their respective its obligations contained herein or in any related document or agreement, and (iiiii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indentureherein. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the NoteholdersCertificateholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee Seller and the initial Servicer set forth in this Agreement and any related document including the Basic Documentsdocument, and the Backup Servicer shall be held harmless by the IssuerTrust, the SellerCertificateholders, the Originator, the Depositor, the Indenture Trustee Seller and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee Seller or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documentsherein.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Periodic Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants of all material breaches by the Issuer, Master Servicer under the Seller, the Originator, Agreement known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that all reports required to be filed with the initial Indenture Trustee have been timely filed by the Master Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification BACKUP SERVICER TO ACT, APPOINTMENT OF SUCCESSOR. On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 6.02 or any the resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Noteholders, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 6.02 or any the resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The [Backup Servicer], upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the [Backup Servicer], shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the [Backup Servicer Servicer] shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the [Backup Servicer Servicer] shall be entitled to receive the Monthly Servicing Fee. Furthermore, the [Backup Servicer Servicer] shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the [Backup Servicer Servicer] is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the [Backup Servicer Servicer] or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Assets as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the [Backup Servicer Servicer] and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The [Backup Servicer Servicer] shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the [Backup Servicer Servicer] shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Noteholders, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 6.02 or any the resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Noteholders, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Indenture Trustee. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants all Events of Default by the Issuer, Master Servicer under the Seller, the Originator, Agreement actually known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that the initial Servicer, as Servicer Remittance Report and the case may be, as set forth herein or reports described in any related document or agreement, including Sections 5.09 and 5.10 have been timely filed by the Basic DocumentsMaster Servicer with the Indenture Trustee.

Backup Servicer to Act: Appointment of Successor. The Indenture (a) On and after the time the Servicer or the Special Servicer resigns pursuant to this Agreement or receives a notice of termination pursuant to Sections 7.02 or 8.01, the Backup Servicer (or, in the case of the Special Servicer, the Servicer unless the Servicer and Special Servicer are the same entity or the Servicer also resigns, in which case it shall be the Backup Servicer) shall immediately become the Successor in all respects to the Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall have all of the rights and powers, and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof, including, without limitation, the Servicer’s obligation to make Servicing Advances; provided that any failure to perform such duties or responsibilities caused by the Servicer’s or the Special Servicer’s failure to deliver to the Backup Servicer the information or funds required under Section 7.02 shall not be considered a default by the Trustee hereunder. In addition to the foregoing, at any time the Servicer fails to make any Servicing Advance, the Backup Servicer shall send written notification make such advance subject to a nonrecoverability determination. Upon the occurrence of an Event of Default related to the failure of the Servicer to make any Service Transfer or any resignation of Servicing Advance, the Backup Servicer shall be entitled to cause the Collateral Manager to terminate the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereofprovisions of this Agreement. The Backup ServicerServicer shall be entitled, but not required, to conclusively rely upon two (2) Business Days' written notice from determinations of nonrecoverability made by the Indenture Trustee of such Service Transfer to Servicer or the Collateral Manager hereunder. Notwithstanding the foregoing, the Backup Servicer, shall Servicer will have a period (not to exceed 60 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the successor Backup Servicer to correct any errors or insufficiencies in all respects to the servicing rightsdata or otherwise enable the Backup Servicer to service the Investments as successor or special servicer, duties and responsibilities of the Servicer as applicable. (in its capacity as servicer under this Agreementb) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the The Backup Servicer shall not be liable for any acts or omissions of the initial representations and warranties of the Servicer or any prior the Special Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach losses incurred by the Servicer of any of its obligations contained herein or in any related document or agreementthe Special Servicer pursuant to Section 3.04 hereunder which shall have accrued prior to the Backup Servicer’s assuming such duties. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly applicable Servicing Fee and/or Special Servicing Fee. Furthermore, as applicable, and all funds (other than any Workout Fee owed pursuant to Section 5.03(b)) that the Servicer or the Special Servicer would have been entitled to charge to the Collection Account if the Servicer or the Special Servicer had continued to act hereunder. (c) Notwithstanding the above, the Backup Servicer may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the CLO Noteholders entitled to all rights a majority of the voting rights and the Certificateholder so request in writing to the Backup Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If or if the Backup Servicer is legally unable so not approved as a servicer or special servicer, as the case may be, by each Rating Agency, promptly appoint any servicer or special servicer acceptable to acteach Rating Agency (as evidenced by Rating Agency Confirmation), the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or and liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Backup Servicer shall act in such capacity until as hereinabove provided. In the event that the Backup Servicer is unable to appoint a successor servicer assumes such responsibilitiesto the Servicer hereunder as contemplated by this subsection (c), duties or liabilitiesthe Backup Servicer may petition a court of competent jurisdiction to appoint a successor Servicer hereunder. In connection with any such appointment and assumptionassumption described herein, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Collateral Obligations or otherwise as it and such successor shall agree; provided, however, that no such monthly compensation shallshall be in excess of that permitted the resigning or terminated servicer or special servicer, without as applicable, hereunder unless the written consent of 100% of the Noteholders, exceed the Monthly Servicing FeeRating Agency Condition is satisfied. The Indenture Trustee and Issuer, the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documentssuccession.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants of all material breaches by the Issuer, Master Servicer under the Seller, the Originator, Agreement known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that all reports required to be filed with the initial Indenture Trustee have been timely filed by the Master Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. (a) Subject to the terms and conditions herein, the Issuer hereby appoints The Bank of New York Mellon as the initial Backup Servicer hereunder. The Backup Servicer shall perform all of its duties hereunder in accordance with applicable law, the terms of this Indenture, the applicable portions of the Trust Estate and, to the extent consistent with the foregoing, in accordance with the customary and usual procedures employed by the Backup Servicer with respect to comparable assets that the Backup Servicer services for itself or other Persons. The Backup Servicer shall be compensated for its services hereunder by the Backup Servicer Fee. (b) On or before 2:00 p.m. (EST) on each Reporting Date, the Servicer shall prepare and deliver to the Backup Servicer: (i) a copy of the Quarterly Servicer Report and all other reports and notices, if any, delivered to the Issuer and the Indenture Trustee (collectively, the “Quarterly Reports”); and (ii) a computer file or files (the “Tape(s)”). The Tape(s) shall send contain (x) all information with respect to the Land Lease Assets as of the close of business on the last day of the Collection Period necessary to store the appropriate data in the Backup Servicer’s system from which the Backup Servicer will be capable of preparing a trial balance relating to the data and (y) an initial trial balance showing balances due under the Land Lease Documents as of the last Business Day corresponding to the date of the Tape(s) (the “Initial Trial Balance”). The Backup Servicer shall have no obligations as to the Quarterly Reports other than to insure that they are able to be opened and read (which it shall determine promptly upon receipt). The Servicer shall give prompt written notification notice to the Indenture Trustee, the Backup Servicer and the Purchasers of any Service Transfer modifications in the Servicer’s servicing systems. (c) Other than the duties specifically set forth in this Indenture, the Backup Servicer shall have no obligation hereunder, including to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any action taken or omitted to be taken by the Servicer. (d) If the Servicer receives notice of termination of the Servicer pursuant to Section 6.13 or the Indenture Trustee receives the resignation of the Servicer in accordance with accompanied by an Opinion of Counsel pursuant to Section 5.046.09, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to actact as successor to the Servicer, the Indenture Trustee may appointshall use commercially reasonable efforts to appoint an Eligible Servicer as successor to the Servicer in accordance with the instructions of the Required Bondholders, if any. If no successor to the Servicer has otherwise been appointed and approved by the Required Bondholders within ninety (90) days after the date on which the Servicer is terminated or resigns, the Indenture Trustee shall petition a court of competent jurisdiction to appoint, an appoint any Eligible Servicer as the successor to the Servicer hereunder in the assumption Servicer. (e) Notwithstanding any other provision of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumptionthis Indenture, the Backup Servicer shall be authorized to accept and rely on all reports and other information delivered or otherwise provided by the Servicer pursuant to this Indenture Trustee may make such arrangements without any audit or other examination thereof. The Backup Servicer shall have no liability for any error or omission caused by or otherwise arising as a result of any incorrect or incomplete information provided by the compensation of such successor out of payments on Contracts as it and such successor shall agreeServicer or any non-standard practice or procedure followed by the Servicer; provided, however, that no this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in discovering or correcting any such monthly compensation error or omission or in the performance of its duties under this Indenture. If the Backup Servicer becomes aware of any incorrect or incomplete information provided by the Servicer or any related error or omission, the Backup Servicer shall promptly notify the Issuer and the Indenture Trustee thereof and the Indenture Trustee shall promptly notify the Bondholders thereof. (f) The Servicer shall, without at its own expense, perform such actions as are reasonably necessary to assist the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup successor Servicer in such transfer of the Servicer’s duties and such obligations pursuant to Section 6.16(d) hereof. The Servicer agrees that it shall promptly (and in any event no later than thirty (30) days subsequent to its receipt of a notice of termination pursuant to Section 6.13 hereof) provide the successor Servicer (with costs being borne by the Servicer) with all documents and records (including those in electronic form) reasonably requested by it to enable the successor Servicer to assume the Servicer’s duties and obligations hereunder, and shall take such actioncooperate with the successor Servicer in effecting the assumption by the successor Servicer of the Servicer’s obligations hereunder, consistent with this Agreementincluding, as the transfer within two Business Days to the successor Servicer for administration by it of all cash amounts which, at the time or thereafter, shall be received by it with respect to the Land Lease Asset (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the Assumption Date (defined below)). If the Servicer fails to undertake such action as is reasonably necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties transfer of its duties and covenants made by the Originator, the Seller, the Depositor, the Issuerobligations, the Indenture Trustee, or the Owner Trustee successor Servicer if so directed by the Indenture Trustee, is hereby authorized and empowered to execute and deliver, on behalf of and at the initial expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary to effect the purposes of such notice of termination. Thirty (30) days after receipt by the successor Servicer set forth of such documents and records, the successor Servicer will commence the performance of such servicing duties and obligations as successor Servicer in accordance with the terms and conditions of this Indenture (such date, the “Assumption Date”), and from and after the Assumption Date the successor Servicer shall receive the Servicer Fee and agrees to and shall be bound by all of the provisions of this ARTICLE VI and any other provisions of this Indenture relating to the duties and obligations of the Servicer, except as otherwise specifically provided herein. No Assumption Date shall occur prior to October 20, 2015. (i) Notwithstanding anything contained in this Agreement Indenture to the contrary, the successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the Servicer relating to the Land Lease Assets (collectively, the “Predecessor Servicer Work Product”) without any related document including the Basic Documentsaudit or other examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the successor Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer, with the prior consent of the Indenture Trustee (with the consent or at the direction of Holders representing at least a majority of each Class of Bonds then Outstanding) shall use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and shall be entitled to recover its costs thereby. (ii) The successor Servicer shall have: (A) no liability with respect to any obligation which was required to be performed by the terminated or resigned Servicer prior to the Assumption Date or any claim of a third party based on any alleged action or inaction of the terminated or resigned Servicer, (B) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (C) no obligation to pay any taxes required to be paid by the Servicer, (D) no obligation to pay any of the fees and expenses of any other party involved in this transaction that were incurred by the prior Servicer and (E) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. (g) In the event that The Bank of New York Mellon as the initial Backup Servicer shall be held harmless by the Issueris terminated for any reason, the Seller, the Originator, the Depositoror fails or is unable to act as Backup Servicer and/or as successor Servicer, the Indenture Trustee and the initial may enter into a backup servicing agreement with a Backup Servicer, severally and not jointly for any may appoint a successor servicer to act under this Indenture, in either event with the consent or at the direction of the Required Bondholders and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by on such terms and conditions as are provided herein as to the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial successor Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documentsapplicable.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification of any Service Transfer or any resignation of On and after the time the Servicer in accordance with receives a notice of termination pursuant to Section 5.047.01, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup ServicerServicer shall, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer subject to and to the Backup Servicerextent provided in Section 3.06, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer (except as provided herein) to make Interest Advances and Servicing Advances and shall assume and be relieved of such subject to all the other responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) relating thereto placed on the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, terms and provisions hereof and applicable law as soon as practicable but in no event later than 30 days after the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of any the notice of its obligations contained herein or in any related document or agreementtermination pursuant to Section 7.01. As compensation therefor, the Backup Servicer shall be entitled to receive all funds relating to the Monthly Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account. FurthermoreNotwithstanding the foregoing, if the Backup Servicer has become the successor to the Servicer in accordance with this Section 7.02, the Backup Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Interest Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to all rights a majority of the Servicer in connection with its responsibilities under this AgreementVoting Rights, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer (other than liabilities of such terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Backup Servicer, unless the Backup Servicer shall is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity until a successor servicer assumes such responsibilities, duties or liabilitiesas hereinabove provided. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% shall be in excess of the Noteholders, exceed Servicing Fee Rate and amounts paid to the Monthly Servicing Feepredecessor Servicer from investments. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided hereinsuccession. The Neither the Backup Servicer nor any other successor Servicer shall be entitled deemed to rely upon the representationsbe in default hereunder by reason of any failure to make, warranties and covenants made or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants failure of the Issuerpredecessor Servicer to deliver or provide, the Selleror any delay in delivering or providing, the Originatorany cash, the Indenture Trustee information, documents or the initial Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documentsrecords to it.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants all Events of Default by the Issuer, Master Servicer under the Seller, the Originator, Agreement actually known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that the initial Servicer, as Servicer Remittance Report and the case may be, as set forth herein or reports described in any related document or agreement, including Sections 5.09 and 5.10 have been timely filed by the Basic DocumentsMaster Servicer with the Indenture Trustee.