Transfer of Servicing Rights Sample Clauses

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Transfer of Servicing Rights. The Assignor hereby grants, transfers and assigns to Assignee, effective as of _______ __, 2001 or such other date as mutually agreed by the Assignor and Assignee (the "Closing Date"), all of the right, title and interest of the Assignor, in its capacity as Master Servicer or Servicer (collectively the "Servicing Rights"), in, to and under the Pooling and Servicing Agreements more fully described on Schedule I attached hereto (the "P&S Agreements") with respect to the mortgage loans (the "Loans") set forth on Schedule II attached hereto. The Assignee agrees to be bound, as Master Servicer or Servicer, by all terms, covenants and conditions of the P&S Agreements, and from and after the Closing Date the Assignee assumes all of the Assignor's obligations arising from and after the Closing Date as Master Servicer or Servicer thereunder. Notwithstanding any other provision in this Agreement to the contrary, Assignor shall remain and be liable as Master Servicer or Servicer under the P&S Agreements following the Closing Date in respect of the performance of all obligations and duties of the Master Servicer or Servicer taken or to be taken prior to the Closing Date, and Assignee shall have no duties or liabilities in respect thereof. Capitalized terms used but not defined herein shall have the meanings assigned to them in the P&S Agreements.
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Transfer of Servicing Rights. On the Transfer Date, and subject to the satisfaction or waiver of all of the conditions of the Seller and Purchaser set forth herein, all of the Seller's rights and obligations with respect to the Servicing Rights shall be transferred to and all of the Seller's obligations as servicer shall be assumed by the Purchaser in accordance with the terms of this Agreement without the necessity of any further act or deed on the part of the Purchaser or the Seller; provided, however, that the Purchaser shall not assume and the Seller is not hereby conveying any obligations of Seller as "the Company" or "the Seller" under any Pooling and Servicing Agreement, or in any capacity other than as servicer under any other Servicing Agreement, including but not limited to, any obligations (other than servicer obligations) in connection with any representations or warranties made by the Seller in its capacity as "the Company" or "the Seller" under any Pooling and Servicing Agreement, or in its capacity as "seller" under any other Servicing Agreement or any obligation to remedy breaches of any representations or warranties or to indemnify any party in connection therewith or any other recourse obligation of the Seller thereunder in its capacity as "the Company" or "the Seller" under any Pooling and Servicing Agreement, or in its capacity as "seller" under any other Servicing Agreement. From and after the Transfer Date, the Purchaser agrees that it shall be responsible for assuring that the Mortgage Loans are serviced in accordance with the Servicing Requirements and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that the Purchaser may deem necessary or desirable, consistent with the terms of this Agreement and the Servicing Requirements. The Purchaser agrees to service the Mortgage Loans with the same level of care, skill, prudence and diligence that the Purchaser would ordinarily employ in servicing like loans. To assure that there is no differential treatment of the Mortgage Loans, such loans will be combined with other Purchaser loans of a similar platform to be serviced by uniform personnel operating under uniform policies and procedures and will not be specifically identified to Purchaser's employees. On the Transfer Date, the Purchaser shall execute assignment and assumption agreements in the form of Exhibit 10 hereto, assuming all the rights and obligations of the Seller as servicer under...
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Transfer of Servicing Rights. CONDITIONS TO SETTLEMENT Section 7.1 Conditions to Buyer's Obligations............................ Section 7.2
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Transfer of Servicing Rights. Within three (3) business days after the date hereof, Seller shall have complied with Purchaser's reasonable requests pertaining to the processing and shipping of loan files, insurance files, tax records, collection records, accounting records and any other records that Purchaser deems necessary to convert and service the Mortgage Loans in accordance with the requirements of any Regulatory Authority. In addition, Seller shall cooperate with Purchaser, at Seller's cost, in providing necessary information and documents that are necessary or convenient to Purchaser's ownership, use, possession or disposition of the Acquired Assets (or any interest therein) within a reasonable time after the date hereof.
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Transfer of Servicing Rights. The Company shall use commercially reasonable efforts to transfer, or cause the transfer of, as of the Effective Time, or to enter into an agreement with each third party servicer or subservicer relating to the transfer of, the servicing of Mortgage Loans (other than Mortgage Loans sold on a servicing-released basis) to Parent or Parent’s designated subsidiary with such servicing transfer to occur no later than sixty days after the Effective Time; provided that no such transfer shall require the Company or any Subsidiary to compensate any such third-party servicer or subservicer in an amount in excess of those amounts specifically set forth in Section 5.16 of the Company Disclosure Schedule. Parent and Merger Sub shall cooperate with the Company and provide reasonable assistance in connection with the transfer of the servicing of such Mortgage Loans.
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Transfer of Servicing Rights. From and after the date hereof, the Purchaser shall and does hereby recognize that the Responsible Party will transfer (a) all rights to service such Mortgage Loan; (b) any payments or monies payable or received for servicing such Mortgage Loan, and all rights to receive such payments or monies, including any additional servicing compensation (including without limitation any late fees, assumption fees, penalties (but not including any prepayment penalties) or similar payments with respect to such Mortgage Loan, fees and income associated with the sale, administration or collection of premiums with respect to insurance policies related to such Mortgage Loan, and any interest income customarily received or retained by a servicer in respect of any payments or other receipts on or with respect to such Mortgage Loan); (c) all rights to collect, hold and disburse escrow payments or other similar payments with respect to such Mortgage Loan, and to receive interest income on such amounts to the extend permitted by applicable laws; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) all rights to possess and use the documents relating to such Mortgage Loan required to be delivered to Purchaser pursuant to this Agreement; and (f) all rights, powers and privileges incident to any of the foregoing (collectively, the “Servicing Rights”) to the Servicer pursuant to the Mortgage Loan Servicing Rights and Interim Servicing Agreement, dated as of April 1, 2007 (the “Servicing Rights Purchase Agreement”) and hereby consents to the transfer of the Servicing Rights to the Servicer. The Purchase hereby acknowledges and agrees that from and after the date hereof the Purchaser shall look solely to the Servicer for performance of any obligations of the Responsible Party with respect to the servicing of the Mortgage Loans except as specifically set forth herein.
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Transfer of Servicing Rights 
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Related to Transfer of Servicing Rights

  • Transfer of Servicing Each Seller agrees that it shall provide written notice to the Trustee and the Master Servicer thirty days prior to any transfer or assignment by such Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any Person other than the initial Servicer under such Servicing Agreement; provided, that (i) each Seller shall not be required to provide prior notice of any transfer of servicing that occurs within three months following the Closing Date to an entity that is a Servicer on the Closing Date or (ii) ▇▇▇▇▇▇ Holdings shall be required to provide notice of any transfer of servicing rights by either of them to the other. In addition, the ability of each Seller to transfer or assign its rights and delegate its duties under any Servicing Agreement (other than a transfer of servicing rights between ▇▇▇▇▇▇ Holdings and ▇▇▇▇▇▇ Bank) or to transfer the servicing thereunder to a successor servicer shall be subject to the following conditions: (i) Such successor servicer must be qualified to service loans for FNMA or FHLMC; (ii) Such successor servicer must satisfy the seller/servicer eligibility standards in the applicable Servicing Agreement, exclusive of any experience in mortgage loan origination, and must be reasonably acceptable to the Master Servicer, whose approval shall not be unreasonably withheld; (iii) Such successor servicer must execute and deliver to the Trustee and the Master Servicer an agreement, in form and substance reasonably satisfactory to the Trustee and the Master Servicer, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the applicable Servicer under the applicable Servicing Agreement or, in the case of a transfer of servicing to a party that is already a Servicer pursuant to this Agreement, an agreement to add the related Mortgage Loans to the Servicing Agreement already in effect with such Servicer; (iv) If the successor servicer is not a Servicer of Mortgage Loans at the time of transfer, there must be delivered to the Trustee a letter from each Rating Agency to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates; (v) The related Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the related Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (B) prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Loan Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to transfer to the successor servicer, or, if such transfer occurs after a Remittance Date but before the next succeeding Deposit Date, to the Master Servicer, all funds held by the applicable Servicer in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to, after the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor servicer, within one Business Day of receipt, the amount of any payments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the related Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request.

  • No Transfer of Servicing With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

  • Servicing Rights Except as provided in the Pooling and Servicing Agreement, any permitted subservicing agreements and servicing rights purchase agreements pertaining thereto, no Person has been granted or conveyed the right to service any Mortgage Loan or receive any consideration in connection therewith which will remain in effect after the Closing Date.

  • 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.

  • Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping (a) Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor. Upon determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer. (b) In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (c) Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.