Servicing Transfer Clause Samples

Servicing Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (i) the Required Holders or (ii) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (provided, however, that any indemnification obligations of the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”); and, without limitation, the Successor Servicer is authorized and empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing Transfer. Seller and Purchaser shall, prior to the Servicing Transfer Date with respect to each Servicing Agreement, work in good faith to determine and agree upon applicable servicing transfer procedures with respect to such Servicing Agreement.

Servicing Transfer. (a) If a Servicing Transfer occurs under the Pooling Agreement, from and after the effective date of such Servicing Transfer, the successor Servicer appointed pursuant to the Pooling Agreement, and not the replaced Servicer, shall be responsible for the performance of all servicing functions to be performed from and after such date. Such Servicing Transfer shall not affect any rights or obligations of the replaced Servicer under this Agreement that arose prior to the effective date of the Servicing Transfer or the rights or obligations of the replaced Servicer under this Agreement, including under Sections 2.02(c), (d) and (e), Section 2.06, Section 2.09 and Article V (in the case of Sections 5.03, 5.04 or 5.09 under Article V, excluding any documents received by any successor Servicer other than the Trust Depositor and also excluding any documents received by the Trust Depositor from the successor Servicer), this Section 8.03 or Section 8.04 whether arising before or after such date, except to the extent that an obligation to indemnify the Agent or the Lenders under Section 2.10(c) arises as a result of any act or failure to act of any successor Servicer in the performance of the servicing functions. At the time of any transfer of the servicing functions to a successor Servicer, such successor Servicer shall furnish to the Agent copies of its annual financial statements (which financial statements shall be audited, if available) or, if such successor Servicer is a national banking association, copies of its call reports for each of the last three fiscal years. (b) Subject to Sections 2.09 and 8.03(a), any successor Servicer, by accepting its appointment pursuant to the Pooling Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself the representations and warranties made by the Servicer in Sections 3.01 through 3.05 hereof (in the case of Section 3.01 with appropriate factual changes) and (iii) shall agree on a recourse basis to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever that such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the negligence or willful ...

Servicing Transfer. At the end of the Preliminary Servicing Period, the Initial Purchaser, or its designee, shall assume all servicing responsibilities related to the Mortgage Loans and the Seller shall cease all servicing responsibilities related to the Mortgage Loans. During the Preliminary Servicing Period, the Seller shall, at its cost and expense, take such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to the Initial Purchaser, or its designee. The Seller agrees to execute and deliver such instruments and take such actions as the Initial Purchaser, or its designee may, from time to time, reasonably request to carry out the servicing transfer.

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 loan...

Servicing Transfer. In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the

Servicing Transfer. Any transfer of the servicing by a Prior Servicer of Mortgage Loans to the Servicer under this Agreement.

Servicing Transfer. The Seller shall transfer the actual servicing of the related Mortgage Loans to the Purchaser on the applicable Servicing Transfer Date in accordance with the Transfer Instructions.

Servicing Transfer. 8 Section 12.