Common use of Servicing Transfer Clause in Contracts

Servicing Transfer. If WSC has substantially all of the licenses ------------------ required of it to service, WSC may request and, following the second anniversary of the closing date of the Company's initial public offering, it may demand that WCC transfer to WSC , within thirty days of such demand, all obligations for servicing the Loans, loans owned by WCC, and any other loans being serviced by WCC for which WCC may under its agreement for such servicing, transfer such servicing ("Servicing Transfer"). If the Servicing Transfer has not occurred by the third anniversary of the closing date of the Company's initial public offering, WCC and WSC shall effect the Servicing Transfer at such date. If WCC is required to obtain consent from other owners of loans to transfer such servicing, WCC shall make a good faith attempt to obtain such consent. Upon such servicing transfer WCC shall assume the obligations of WCC under the servicing contracts transferred. 11.1 Upon the Servicing Transfer, WSC may purchase, and WCC shall sell and transfer to WSC, all WCC assets that WSC may desire for the servicing business, including without limitation, all equipment, books, records, forms, computer systems and software, real and personal property leases, and contracts (to the extent they are assignable). As consideration for such assets, WSC shall pay to WCC such consideration as shall be mutually agreed and assume all liabilities (including liabilities associated with employees and employee benefits) related thereto arising after the Servicing Transfer. In the event that WSC is unable to assume the servicing rights and obligations for any loans, then WSC shall cooperate with WCC to allow WCC reasonable access and use of the transferred assets to permit WCC to continue servicing those loans not transferred to the Company. 11.2 Upon the Servicing Transfer, WSC shall service all loans owned by WCC and its affiliates (other than the Company and its subsidiaries) on the same terms and conditions on which WCC is servicing WSC Loans under this Agreement except that the fees and costs to be paid by WCC for the servicing of its loans, and the loans of its affiliates shall be WSC's average cost for servicing comparable loans as the parties shall mutually agree from time to time. 11.3 Notwithstanding the assignment to WSC of servicing rights arising from WCC contracts with third persons, any proceeds of such contracts in excess of the fees and costs to be paid by WCC to WSC hereunder for comparable loans shall be paid to WCC by WSC unless the parties otherwise agree.

Servicing Transfer. If WSC has substantially all The Property Manager initially shall be responsible for the management and administration of the licenses ------------------ required of it to service, WSC may request and, following the second anniversary Leases and Properties and if any of the closing date of following events (each, a "Special Servicing Event") occurs with respect to a Lease, the Company's initial public offering, it may demand that WCC transfer to WSC , within thirty days of such demand, all obligations for servicing the Loans, loans owned by WCC, and any other loans being serviced by WCC for which WCC may under its agreement for such servicing, transfer such servicing ("Servicing Transfer"). If the Servicing Transfer has not occurred by the third anniversary of the closing date of the Company's initial public offering, WCC and WSC shall effect the Servicing Transfer at such date. If WCC is required to obtain consent from other owners of loans to transfer such servicing, WCC shall make a good faith attempt to obtain such consent. Upon such servicing transfer WCC shall assume the obligations of WCC under the servicing contracts transferred. 11.1 Upon the Servicing Transfer, WSC may purchase, and WCC shall sell and transfer to WSC, all WCC assets that WSC may desire for the servicing business, including without limitation, all equipment, books, records, forms, computer systems and software, real and personal property leases, and contracts (to the extent they are assignable). As consideration for such assets, WSC shall pay to WCC such consideration as Special Servicer shall be mutually agreed responsible for special servicing such Lease and assume all liabilities the related Property: (including liabilities associated with employees a) any Monthly Lease Payment becomes delinquent 90 or more consecutive days, (b) the Property Manager determines that a default in making a Monthly Lease Payment is likely to occur within 30 days and employee benefitsis not likely to be remedied for 90 days, (c) related thereto arising after the Servicing Transfer. In the event that WSC is unable to assume the servicing rights and obligations for any loans, then WSC shall cooperate with WCC to allow WCC reasonable access and use of the transferred assets to permit WCC to continue servicing those loans not transferred to the Company. 11.2 Upon the Servicing Transfer, WSC shall service all loans owned by WCC and its affiliates a default (other than a payment default) occurs that materially and adversely affects the Company interests of the Issuer and that continues unremedied for the applicable grace period under the terms of the Lease (or, if no grace period is specified, for 30 days), or (d) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings in respect of the related Tenant occur, or as to which the related Tenant takes certain actions indicating its subsidiaries) on insolvency or its inability to pay its obligations. Upon the same terms occurrence of a Special Servicing Event, the Property Manager shall use its best efforts to transfer the management and conditions on servicing responsibilities with respect to the related Lease and Property to the Special Servicer within five business days. Notwithstanding such transfer, the Property Manager will continue to receive all payments under the related Lease (including amounts collected by the Special Servicer), to make certain calculations with respect to such Lease and Property, to make Property Protection Advances and to prepare reports with respect to such Lease and Property. Properties for which WCC is servicing WSC Loans under this Agreement except that the fees and costs a Special Servicing Event has occurred are collectively referred to herein as "Specially Managed Properties." A Property will cease to be paid by WCC for a Specially Managed Property (and will become a "Corrected Property" as to which the Property Manager shall re-assume management and servicing of its loans, responsibilities) at such time as no circumstance identified in clauses (a) through (d) above exists that would cause the Property to continue to be characterized as a Specially Managed Property and either the loans of its affiliates shall be WSC's average cost for servicing comparable loans as the parties shall mutually agree from time Property is leased to time. 11.3 Notwithstanding the assignment to WSC of servicing rights arising from WCC contracts with third persons, any proceeds of a replacement tenant or such contracts in excess of the fees following as are applicable occur: (w) with respect to the circumstances described in clause (a) above, the related Tenant has made three consecutive full and costs timely Monthly Lease Payments under the terms of the related Lease (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Tenant or by reason of a modification, waiver or amendment granted or agreed to be paid by WCC the Special Servicer); (x) with respect to WSC hereunder for comparable loans shall be paid the circumstances described in clauses (b) and (d) above, such circumstances cease to WCC by WSC unless exist in the parties otherwise agreegood faith and reasonable judgment of the Special Servicer; and (y) with respect to the circumstances described in clause (c) above, such default is cured.

Servicing Transfer. If On the date that is the later of (a) three years ------------------ from the date of this Agreement and (b) 30 days after WSC notifies WCC in writing that WSC has substantially all of the licenses ------------------ required of it to serviceservice the Loans and loans for other persons, WSC may request and, following the second anniversary of the closing date of the Company's initial public offering, it may demand that WCC shall transfer to WSC , within thirty days of such demand, all rights and obligations for servicing the Loans, loans owned by WCC, and any other loans being serviced by WCC for which WCC may under its agreement for such servicing, transfer such servicing ("Servicing Transfer"). If the Servicing Transfer conditions in clause (b) has not occurred by the third anniversary of the closing date of the Company's initial public offering, WCC and WSC also shall effect cause the Servicing Transfer at such dateto occur if WSC so requests two years after the date of this Agreement. If WCC is required to obtain consent from other owners of loans to transfer such servicing, WCC shall make a good faith attempt to obtain such consent. Upon such servicing transfer WCC shall assume the obligations of WCC under the servicing contracts transferred. 11.1 Upon the Servicing Transfer, WSC may purchase, and WCC shall sell and transfer to WSC, all WCC assets that WSC may desire for the servicing business, including without limitation, all equipment, books, records, forms, computer systems and software, real and personal property leases, and contracts (to the extent they are assignable). As consideration for such assets, WSC shall pay to WCC such consideration as shall be mutually agreed and assume all liabilities (including liabilities associated with employees and employee benefits) related thereto arising after the Servicing Transfer. In the event that WSC is unable to assume the servicing rights and obligations for any loans, then WSC shall cooperate with WCC to allow WCC reasonable access and use of the transferred assets to permit WCC to continue servicing those loans not transferred to the Company. 11.2 Upon the Servicing Transfer, WSC shall service all loans owned by WCC and its affiliates (other than the Company and its subsidiaries) on the same terms and conditions on which WCC is servicing WSC Loans under this Agreement except that the fees and costs to be paid by WCC for the servicing of its loans, and the loans of its affiliates shall be WSC's average cost for servicing comparable loans as the parties shall mutually agree from time to time. 11.3 Notwithstanding the assignment to WSC of servicing rights arising from WCC contracts with third persons, any proceeds of such contracts in excess of the fees and costs to be paid by WCC to WSC hereunder for comparable loans shall be paid to WCC by WSC unless the parties otherwise agree.

Servicing Transfer. If WSC has substantially all At the end of the licenses ------------------ required Subservicing Period or immediately upon Subservicer’s receipt of it a Notice of Default pursuant to serviceSection 14.01 of this Agreement, WSC may request andthe Servicer, following or its designee, shall assume all servicing responsibilities related to the second anniversary Mortgage Loans and the Subservicer shall cease all servicing responsibilities related to the Mortgage Loans. At the end of the closing date Subservicing Period or immediately upon Subservicer’s receipt of a Notice of Default pursuant to Section 14.01, as applicable, the Company's initial public offeringSubservicer shall, it at its cost and expense if terminated for cause pursuant to this Agreement, otherwise, at Servicer’s cost and expense, take such steps as may demand that WCC be necessary or appropriate to effectuate and evidence the transfer to WSC , within thirty days of such demand, all obligations for servicing the Loans, loans owned by WCC, and any other loans being serviced by WCC for which WCC may under its agreement for such servicing, transfer such servicing ("Servicing Transfer"). If the Servicing Transfer has not occurred by the third anniversary of the closing date of the Company's initial public offering, WCC and WSC shall effect the Servicing Transfer at such date. If WCC is required to obtain consent from other owners of loans to transfer such servicing, WCC shall make a good faith attempt to obtain such consent. Upon such servicing transfer WCC shall assume the obligations of WCC under the servicing contracts transferred. 11.1 Upon the Servicing Transfer, WSC may purchase, and WCC shall sell and transfer to WSC, all WCC assets that WSC may desire for the servicing business, including without limitation, all equipment, books, records, forms, computer systems and software, real and personal property leases, and contracts (to the extent they are assignable). As consideration for such assets, WSC shall pay to WCC such consideration as shall be mutually agreed and assume all liabilities (including liabilities associated with employees and employee benefits) related thereto arising after the Servicing Transfer. In the event that WSC is unable to assume the servicing rights and obligations for any loans, then WSC shall cooperate with WCC to allow WCC reasonable access and use of the transferred assets to permit WCC to continue servicing those loans not transferred to the Company. 11.2 Upon the Servicing Transfer, WSC shall service all loans owned by WCC and its affiliates (other than the Company and its subsidiaries) on the same terms and conditions on which WCC is servicing WSC Loans under this Agreement except that the fees and costs to be paid by WCC for the servicing of the related Mortgage Loans to the Servicer, or its loansdesignee, in compliance with applicable law. The Subservicer agrees to execute and the loans of its affiliates shall be WSC's average cost for servicing comparable loans deliver such instruments and take such actions as the parties shall mutually agree Servicer, or its designee may, from time to time. 11.3 Notwithstanding , reasonably request to carry out the assignment servicing transfer. Subservicer shall pay all hazard and flood insurance premiums, Primary Insurance Policy and LPMI Policy premiums, due within thirty (30) days after the date of transfer of servicing. Subservicer shall pay all tax bills (including interest, late charges and penalties in connection therewith) due, meaning economic loss, within thirty (30) days after the date of transfer of servicing. Servicer shall reimburse Subservicer for any advances for such premiums made by the Subservicer prior to WSC the transfer of servicing rights arising from WCC contracts within thirty (30) days of receipt of an invoice for the same. Escrow advances are to be netted against positive escrow balances and one wire will be sent to Servicer or successor subservicer. For ninety (90) days after the date of transfer of servicing, Subservicer shall deliver such tax bills as it may receive with third persons, any proceeds respect to the Mortgage Loans to the Servicer within ten (10) Business Days of such contracts in excess receipt of the fees same, thereafter Subservicer shall exercise reasonable efforts to deliver such tax bills as it may receive with respect to the Mortgage Loans to the Servicer within a reasonable time of its receipt of same. For ninety (90) days after the date of transfer of servicing, Subservicer shall deliver such insurance policies or renewals and costs invoices as it may receive with respect to be paid by WCC the Mortgage Loans to WSC hereunder for comparable loans the Servicer within ten (10) Business Days of its receipt of same, thereafter Subservicer shall be paid exercise reasonable efforts to WCC by WSC unless deliver such insurance policies or renewals and invoices as it may receive with respect to the parties otherwise agreeMortgage Loans to the Servicer within a reasonable time of its receipt of same.

Servicing Transfer. If WSC has substantially 19.3.1. Upon receipt of a Termination Notice and payment to Servicer of all of the licenses ------------------ required of it to service, WSC may request accrued Servicing Fees and, following if applicable solely with respect to any termination of this Agreement or removal of Servicer as the second anniversary servicer of any Option solely pursuant to Section 19.1.4 or Section 19.1.5, Termination Fees, Servicer shall terminate its activities as servicer hereunder on the closing “Date of Servicer Termination” specified in such Termination Notice or, if later, the date on which such accrued Servicing Fees have been paid in full (which may be a date that is later than the date of the Company's initial public offering, it may demand that WCC transfer to WSC , within thirty Termination Notice but in any event no more than sixty (60) days of such demand, all obligations for servicing after the Loans, loans owned by WCC, and any other loans being serviced by WCC for which WCC may under its agreement for such servicing, transfer such servicing ("Servicing Transfer"). If the Servicing Transfer has not occurred by the third anniversary of the closing date of the Company's initial public offeringTermination Notice (the period from the date of the Termination Notice to the Date of Servicer Termination being referred to as the “Transition Period”)). During the Transition Period, WCC Servicing Fees shall continue to accrue in accordance with this Agreement and WSC shall effect the Servicing Transfer at such date. If WCC is required to obtain consent from other owners of loans to transfer such servicing, WCC shall make a good faith attempt to obtain such consent. Upon such servicing transfer WCC shall assume the obligations of WCC under the servicing contracts transferred. 11.1 Upon the Servicing Transfer, WSC may purchaseProgram Agreement, and WCC Servicer shall sell continue to perform all servicing functions under this Agreement until the Date of Servicer Termination, at which time all Servicing Fees accruing during such Transition Period shall be due and payable. Any transition fees or “deboarding” fees payable to the Initial Sub-servicer in connection with any transfer of servicing shall be payable by Buyer Agent and the Beneficial Interest Holders. Sxxxxxxx agrees to cooperate with Buyer Agent and any Successor Servicer in effecting the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to WSC, such Successor Servicer of all WCC assets that WSC may desire authority of Servicer to service the Options provided for the servicing businessunder this Agreement, including without limitationall authority over all Collections which shall have been deposited in the Account(s), all equipment, books, records, forms, computer systems and software, real and personal property leases, and contracts (or which shall thereafter be received with respect to the extent they are assignable)Options. As consideration for such assetsServicer shall promptly execute and deliver any and all documents and other instruments reasonably requested by Buyer Agent in connection with the succession by the Successor Servicer, WSC shall pay including any licenses with respect to WCC such consideration as shall be mutually agreed any licensed software necessary to access the Option Documents and assume related files, place in the Successor Servicer’s possession all liabilities (including liabilities associated with employees and employee benefits) records related thereto arising after the Servicing Transfer. In the event that WSC is unable to assume the servicing rights and obligations for any loans, then WSC shall cooperate with WCC to allow WCC reasonable access and use of the transferred assets to permit WCC to continue servicing those loans not transferred to the Company. 11.2 Upon Options, including the Servicing Transfer, WSC shall service all loans owned by WCC Option Documents and its affiliates related files (other than the Company and its subsidiaries) on the same terms and conditions on which WCC is servicing WSC Loans under this Agreement except that the fees and costs to be paid any such records held by WCC for the servicing of its loansBuyer Agent), and the loans of its affiliates shall be WSC's average cost for other servicing comparable loans as the parties shall mutually agree from time to timefiles. 11.3 19.3.2. Notwithstanding anything herein to the assignment contrary or in any other Program Document to WSC of the contrary, Buyer Agent shall also have the right, in Buyer Agent’s sole discretion, to request a servicing rights arising transfer from WCC contracts Servicer to any other third party with third personsrespect to any defaulted Option. 19.3.3. Upon Buyer Agent’s request, after the Transition Period, Servicer shall refer inquiring Homeowners to a telephone number provided by the Successor Servicer and shall promptly forward all correspondence and payments received by Servicer from any proceeds of such contracts in excess of Homeowners to the fees and costs to be paid by WCC to WSC hereunder for comparable loans shall be paid to WCC by WSC unless the parties otherwise agreeSuccessor Servicer.