Termination; Servicing Transfer Clause Samples

The 'Termination; Servicing Transfer' clause defines the conditions and procedures under which a contract or agreement may be ended and the responsibilities for ongoing services are transferred to another party. Typically, this clause outlines the triggers for termination, such as breach or mutual agreement, and details the process for handing over servicing duties, including the transfer of records, funds, or customer relationships. Its core function is to ensure a smooth transition and continuity of service when a contract ends, minimizing disruption and clarifying each party's obligations during the transfer process.
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Termination; Servicing Transfer. With respect to a Mortgage Loan, the respective obligations and responsibilities of the Company, as interim servicer, shall terminate at the expiration of the related Interim Servicing Period unless earlier terminated in accordance with the terms of this Agreement or the related Term Sheet, without the payment of any termination fee. Upon request from the Purchaser in connection with any such termination, the Company shall prepare, execute and deliver, any and all documents and other instruments, place in the Purchaser's possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, to prepare notices to the mortgagors and related insurance companies, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder as interim servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. The Company shall follow the servicing transfer instructions of the Purchaser contained herein and attached hereto as Exhibit 7 with respect to servicing transfer procedures. Company and Purchaser will each, at the request of the other, execute and deliver to each other all such documents that either may reasonably request in order to perfect the transfer, assignment and delivery to Purchaser of the Servicing Rights to be sold, transferred, assigned and delivered as of the consummation of this Agreement. The Company shall not be entitled to any transfer fee. Subsection 14.01. Obligations of the Company Prior to the Servicing Transfer Date. The Company shall take, or cause to be taken, the following actions with respect to the Mortgage Loans prior to the related Servicing Transfer Date (or within such time as may otherwise be specified below) in order to effect the transfer of the Servicing Rights to the Purchaser on the related Servicing Transfer Date:
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Termination; Servicing Transfer. (a) The respective obligations and responsibilities of the Company, as sub-servicer, shall terminate at the expiration of the Interim Servicing Period unless terminated on an earlier date at the option of EMC or pursuant to Section 18. The Company shall follow the servicing transfer instructions of EMC, which are attached hereto as Annex D with respect to servicing transfer procedures. (b) Company shall assign to EMC its guaranteed life of loan tax service contracts with Fidelity National Tax Service for each Mortgage Loan on which servicing is transferred and, in the event that Company does not presently have such lifetime contracts for any or all of such Mortgage Loans or such contracts are not assignable to EMC (or are not assignable to EMC's real estate tax service firm) or such contracts are not assignable to EMC without the payment of a fee or other cost, Company agrees to pay all costs and fees necessary to obtain such lifetime tax service contracts. (c) Company shall assign to EMC its guaranteed life of loan flood certification contracts with Chicago Title Flood Services for each Mortgage Loan on which servicing is transferred and, in the event that Company does not presently have such lifetime contracts for any or all of such Mortgage Loans or such contracts are not assignable to EMC (or are not assignable to EMC's flood certification firm) or such contracts are not assignable to EMC without the payment of a fee or other cost, Company agrees to pay all costs and fees necessary to obtain such lifetime flood certification contracts. (d) Company shall provide EMC with sufficient documentation and information prior to the Servicing Transfer Date and shall cooperate with EMC to the extent necessary to allow the transfer of the lifetime tax service contracts and lifetime flood certification contracts contemplated by this Section within thirty (30) days after the Servicing Transfer Date so as to prevent any lapse in coverage under such contracts. (e) From time to time prior to the Servicing Transfer Date for the servicing of any given Mortgage Loan, Company shall furnish to EMC such reasonable and customary information supplementary to the information contained in the documents and schedules delivered pursuant hereto and file such reports as purchaser may reasonably request.
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Termination; Servicing Transfer. 43 Subsection 14.01. Obligations of the Company Prior to the Servicing Transfer Date. 44 Subsection 14.02. Obligations of the Company after the Servicing Transfer Date.46 Subsection 14.03. Limited Power of Attorney.47 Subsection 14.04. Supplementary Information.47 Subsection 14.05. Reasonable Access. 47 SECTION 15. Successor to the Company. 47 SECTION 16. Notices. 48 SECTION 17. Severability Clause. 48 SECTION 18. Counterparts. 49 SECTION 19. Governing Law. 49 SECTION 20. Intention of the Parties. 49 SECTION 21. Successors and Assigns. 49 SECTION 22. Waivers. 49 SECTION 23. Exhibits. 49 SECTION 24. General Interpretive Principles. 49 SECTION 25. Reproduction of Documents.50 SECTION 26. Nonsolicitation. 50 SECTION 27. Survival. 51 SECTION 28. Integration. 51 SECTION 29. Availability of Information. 51 SECTION 30. Loan Sales and Securitization. 51 SECTION 31. Confidential Information. 52
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Related to Termination; Servicing Transfer

  • 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 performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

  • Effect of Servicing Transfer (a) After a transfer of servicing hereunder, the successor Servicer shall notify the Obligors to make directly to the successor Servicer payments that are due under the Receivables after the effective date of such transfer. (b) Except as provided in Section 8.2, after a transfer of servicing hereunder, the outgoing Servicer shall have no further obligations with respect to the administration, servicing, custody or collection of the Receivables and the successor Servicer shall have all of such obligations, except that the outgoing Servicer will transmit or cause to be transmitted directly to the successor Servicer for its own account, promptly on receipt and in the same form in which received, any amounts or items held by the outgoing Servicer (properly endorsed where required for the successor Servicer to collect any such items) received as payments upon or otherwise in connection with the Receivables. (c) Any successor Servicer shall provide the Depositor with access to the Receivable Files and to the successor Servicer’s records (whether written or automated) with respect to the Receivable Files. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the successor Servicer. Nothing in this Section 8.3 shall affect the obligation of the successor Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 8.3. (d) Any transfer of servicing hereunder shall not constitute an assumption by the related successor Servicer of any liability of the related outgoing Servicer arising out of any breach by such outgoing Servicer of such outgoing Servicer’s duties hereunder prior to such transfer of servicing.

  • Servicing Termination The Seller and the Trust hereby appoint Credit Acceptance as Servicer hereunder and Credit Acceptance hereby accepts such appointment and agrees to manage, collect and administer each of the Loans as Servicer. Upon the occurrence of a Servicer Default, the Indenture Trustee shall have the rights set forth in Section 8.01 hereof.

  • Termination of Sub-Servicing Agreements For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.

  • Termination of Servicing Agreements; Successor Servicers (a) The Master Servicer shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as Servicer of the related Mortgage Loans or provide for the servicing of the Mortgage Loans by a successor Servicer to be appointed as provided in the applicable Servicing Agreement. The parties acknowledge that notwithstanding the preceding sentence, there may be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. The Master Servicer shall be entitled to be reimbursed from each Servicer (or by the Trust Fund, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer or all servicing data and the completion, correction or manipulation of such servicing data, as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively. (b) If the Master Servicer acts as a successor Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces. The Master Servicer shall use reasonable efforts to have the successor Servicer assume liability for the representations and warranties made by the terminated Servicer in the related Servicing Agreement, and in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (c) If the Master Servicer acts as a successor Servicer, it will have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable. To the extent that the Master Servicer is unable to find a successor Servicer that is willing to service the Mortgage Loans for the Servicing Fee because of the obligation of the Servicer to make Advances regardless of whether such Advance is recoverable, the applicable Servicing Agreement may be amended to provide that the successor Servicer shall have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable and provides an Officer’s Certificate to such effect to the Master Servicer and the Trustee.