Common use of Servicing Transfer Clause in Contracts

Servicing Transfer. (a) The Seller agrees that if it does not repurchase any Servicing Contracts purchased hereunder on the applicable Repurchase Date, the Seller shall, at the request of the Purchaser, transfer the physical task of servicing Mortgage Loans under such Servicing Contracts to the Purchaser, at the Purchaser's request. The Seller further acknowledges that, until the Purchaser exercises such option and for a period of time thereafter, as to any Servicing Contracts (the "Interim Period"), Purchaser will not be able to directly assume and perform the physical tasks of such servicing. During the Interim Period, the Seller agrees to service all Mortgage Loans as provided in this Section 8.06 and in accordance with the provisions of the related Servicing Contracts as the interim servicer for the benefit of the Purchaser. Until the expiration of the Interim Period for any Servicing Contract, Seller shall make all advances required thereunder. The Seller shall maintain a complete set of books and records for the Servicing Contracts which shall be clearly marked to reflect the ownership of such Servicing Contracts by Purchaser and the entitlement of the Purchase: to the servicing fees and ancillary income following the Purchase Date. The Purchaser agrees to pay to the Seller an interim servicing fee equal to $15 per loan per Due Period (as defined in the Servicing Contracts) during the Interim Period (in each case, pro-rated for any partial Due Period). The Seller and the Purchaser mutually agree that no later than five (5) Business Days after the end of each calendar month during the Interim Period the Seller shall deliver to the Purchaser all servicing fees and ancillary income received during the prior Due Period as the Seller would have been entitled to prior to the Purchase Date.

Servicing Transfer. (a) The Seller agrees that 19.3.1. Upon receipt of a Termination Notice and payment to Servicer of all accrued Servicing Fees and, if it does not repurchase applicable solely with respect to any Servicing Contracts purchased termination of this Agreement or removal of Servicer as the 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 applicable Repurchase Date“Date of Servicer Termination” specified in such Termination Notice or, if later, the Seller shall, at date on which such accrued Servicing Fees have been paid in full (which may be a date that is later than the request date of the Purchaser, transfer Termination Notice but in any event no more than sixty (60) days after the physical task date of servicing Mortgage Loans under such Servicing Contracts the Termination Notice (the period from the date of the Termination Notice to the Purchaser, at Date of Servicer Termination being referred to as the Purchaser's request. The Seller further acknowledges that, until the Purchaser exercises such option and for a period of time thereafter, as to any Servicing Contracts (the "Interim “Transition Period"”), Purchaser will not be able to directly assume and perform the physical tasks of such servicing). During the Interim Transition Period, the Seller agrees Servicing Fees shall continue to service all Mortgage Loans as provided in this Section 8.06 and accrue in accordance with this Agreement and the provisions Program Agreement, and Servicer shall 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 related Servicing Contracts as responsibilities and rights of Servicer to conduct servicing hereunder, including the interim servicer transfer to such Successor Servicer of all authority of Servicer to service the Options provided for the benefit of the Purchaser. Until the expiration of the Interim Period for any Servicing Contractunder this Agreement, Seller shall make including all advances required thereunder. The Seller shall maintain a complete set of books and records for the Servicing Contracts authority over all Collections which shall have been deposited in the Account(s), or which shall thereafter be clearly marked to reflect the ownership of such Servicing Contracts by Purchaser and the entitlement of the Purchase: received with respect to the servicing fees Options. Servicer shall promptly execute and ancillary income following deliver any and all documents and other instruments reasonably requested by Buyer Agent in connection with the Purchase Date. The Purchaser agrees succession by the Successor Servicer, including any licenses with respect to pay any licensed software necessary to access the Option Documents and related files, place in the Successor Servicer’s possession all records related to the Seller an interim Options, including the Option Documents and related files (other than any such records held by Buyer Agent), and other servicing fee equal to $15 per loan per Due Period (as defined in the Servicing Contracts) during the Interim Period (in each case, pro-rated for any partial Due Period). The Seller and the Purchaser mutually agree that no later than five (5) Business Days after the end of each calendar month during the Interim Period the Seller shall deliver to the Purchaser all servicing fees and ancillary income received during the prior Due Period as the Seller would have been entitled to prior to the Purchase Datefiles.

Servicing Transfer. The Property Manager initially shall be responsible for the management and administration of the Leases and Properties and if any of the following events (each, a "Special Servicing Event") occurs with respect to a Lease, the Special Servicer shall be responsible for special servicing such Lease and the related Property: (a) The Seller agrees any Monthly Lease Payment becomes delinquent 90 or more consecutive days, (b) the Property Manager determines that if it does a default in making a Monthly Lease Payment is likely to occur within 30 days and is not repurchase any Servicing Contracts purchased hereunder on likely to be remedied for 90 days, (c) a default (other than a payment default) occurs that materially and adversely affects the interests of the Issuer and that continues unremedied for the applicable Repurchase Date, grace period under the Seller shall, at the request terms of the PurchaserLease (or, transfer the physical task of servicing Mortgage Loans under such Servicing Contracts to the Purchaserif no grace period is specified, at the Purchaser's request. The Seller further acknowledges that, until the Purchaser exercises such option and for a period of time thereafter, as to any Servicing Contracts (the "Interim Period"30 days), Purchaser will not be able to directly assume or (d) certain events of insolvency, readjustment of debt, marshaling of assets and perform the physical tasks of such servicing. During the Interim Periodliabilities, the Seller agrees to service all Mortgage Loans as provided or similar proceedings in this Section 8.06 and in accordance with the provisions respect of the related Tenant occur, or as to which the related Tenant takes certain actions indicating its insolvency or its inability to pay its obligations. Upon the occurrence of a Special Servicing Contracts Event, the Property Manager shall use its best efforts to transfer the management and 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 a Special Servicing Event has occurred are collectively referred to herein as "Specially Managed Properties." A Property will cease to be a Specially Managed Property (and will become a "Corrected Property" as to which the interim servicer for Property Manager shall re-assume management and servicing responsibilities) at such time as no circumstance identified in clauses (a) through (d) above exists that would cause the benefit Property to continue to be characterized as a Specially Managed Property and either the Property is leased to a replacement tenant or such of the Purchaser. Until following as are applicable occur: (w) with respect to the expiration circumstances described in clause (a) above, the related Tenant has made three consecutive full and timely Monthly Lease Payments under the terms of the Interim Period for any Servicing Contractrelated 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, Seller shall make all advances required thereunder. The Seller shall maintain a complete set of books waiver or amendment granted or agreed to by the Special Servicer); (x) with respect to the circumstances described in clauses (b) and records for (d) above, such circumstances cease to exist in the Servicing Contracts which shall be clearly marked to reflect the ownership of such Servicing Contracts by Purchaser good faith and the entitlement reasonable judgment of the Purchase: Special Servicer; and (y) with respect to the servicing fees and ancillary income following the Purchase Date. The Purchaser agrees to pay to the Seller an interim servicing fee equal to $15 per loan per Due Period circumstances described in clause (as defined in the Servicing Contractsc) during the Interim Period (in each caseabove, pro-rated for any partial Due Period). The Seller and the Purchaser mutually agree that no later than five (5) Business Days after the end of each calendar month during the Interim Period the Seller shall deliver to the Purchaser all servicing fees and ancillary income received during the prior Due Period as the Seller would have been entitled to prior to the Purchase Datesuch default is cured.

Servicing Transfer. (a) The Seller agrees that if it does not repurchase any Servicing Contracts purchased hereunder and Buyer shall each comply with, and Seller shall assist Buyer in complying with, the notice requirements for the transfer of servicing rights as set forth in RESPA and Regulation X. Such compliance by each party shall include, without limitation, sending its own notices of the transfer of servicing from Seller to Buyer, at its sole expense. For each Mortgage Loan, Seller shall deposit such notice in the United States mail, after its receipt of the Purchase Price, on, or on the applicable Repurchase day following, the Settlement Date on which such Mortgage Loan is sold. Seller's notice to each Obligor shall state that any payments due from such Obligor that are due 15 or more days after the date on which Seller sends such notice shall be made to Buyer. Seller's assistance to Buyer shall include providing Buyer with any information that Seller has or has access to and that Buyer reasonably requires to complete its notices. Buyer shall approve any such notices sent by Seller, and Seller shall have the right to approve any such notices sent by Buyer, prior to the date mailed. To enable the parties to determine the Service Transfer Date, the Seller shall, at the request of the Purchaser, transfer the physical task of servicing Mortgage Loans under such Servicing Contracts with respect to the Purchaser, at the Purchaser's request. The Seller further acknowledges that, until the Purchaser exercises such option and for a period of time thereafter, as to any Servicing Contracts (the "Interim Period"), Purchaser will not be able to directly assume and perform the physical tasks of such servicing. During the Interim Period, the Seller agrees to service all Mortgage Loans as provided in sold on the Settlement Date, send all notices pursuant to this Section 8.06 6.1 on the same day, and in accordance with the provisions shall, upon sending such notices, inform Buyer of the related Servicing Contracts as the interim servicer for the benefit date on which such notices are sent. Within 10 days of the Purchaser. Until the expiration of the Interim Period for any Servicing ContractSettlement Date, Seller shall make all advances required thereunderdeliver to Buyer a copy of the notice sent with respect to each Mortgage Loan sold on such Settlement Date. The Seller shall maintain a complete set of books provide reasonable assistance to Buyer, such that Buyer may transmit to the applicable taxing authorities and records for the Servicing Contracts which shall be clearly marked to reflect the ownership of such Servicing Contracts by Purchaser and the entitlement insurance companies (including primary mortgage insurance policy insurers, if applicable) and/or agents, notification of the Purchase: transfer of the servicing to the servicing fees Buyer, or its designee, and ancillary income following instructions to deliver all notices, tax bills and insurance statements, as the Purchase case may be, to the Buyer from and after the Service Transfer Date. The Purchaser agrees to pay to Seller shall provide the Seller an interim servicing fee equal to $15 per loan per Due Period (as defined Buyer, or its designee, with immediately available funds by wire transfer in the Servicing Contracts) during amount of the Interim Period (in each case, pro-rated for any partial Due Period). The Seller net Escrow Payments and suspense balances associated with the Purchaser mutually agree that no later than five (5) Business Days after the end of each calendar month during the Interim Period the Seller shall deliver to the Purchaser all servicing fees and ancillary income received during the prior Due Period as the Seller would have been entitled to prior to the Purchase Daterelated Mortgage Loans.

Servicing Transfer. (a) The Seller agrees that if it does not repurchase any Servicing Contracts purchased hereunder on At the applicable Repurchase Dateend of the Subservicing Period or immediately upon Subservicer’s receipt of a Notice of Default pursuant to Section 14.01 of this Agreement, the Seller Servicer, or its designee, shall assume all servicing responsibilities related to the Mortgage Loans and the Subservicer shall cease all servicing responsibilities related to the Mortgage Loans. At the end of the Subservicing Period or immediately upon Subservicer’s receipt of a Notice of Default pursuant to Section 14.01, as applicable, the Subservicer shall, 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 be necessary or appropriate to effectuate and evidence the request transfer of the Purchaser, transfer the physical task of servicing Mortgage Loans under such Servicing Contracts to the Purchaser, at the Purchaser's request. The Seller further acknowledges that, until the Purchaser exercises such option and for a period of time thereafter, as to any Servicing Contracts (the "Interim Period"), Purchaser will not be able to directly assume and perform the physical tasks of such servicing. During the Interim Period, the Seller agrees to service all Mortgage Loans as provided in this Section 8.06 and in accordance with the provisions of the related Servicing Contracts Mortgage Loans to the Servicer, or its designee, in compliance with applicable law. The Subservicer agrees to execute and deliver such instruments and take such actions as the interim servicer Servicer, or its designee may, from time to time, reasonably request to carry out the 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 the transfer of servicing within thirty (30) days of receipt of an invoice for the benefit 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 the Purchaser. Until the expiration transfer of the Interim Period for any Servicing Contractservicing, Seller Subservicer shall make all advances required thereunder. The Seller shall maintain a complete set of books and records for the Servicing Contracts which shall be clearly marked to reflect the ownership of deliver such Servicing Contracts by Purchaser and the entitlement of the Purchase: tax bills as it may receive with respect to the servicing fees and ancillary income following the Purchase Date. The Purchaser agrees to pay Mortgage Loans to the Seller an interim servicing fee equal to $15 per loan per Due Period Servicer within ten (as defined in the Servicing Contracts) during the Interim Period (in each case, pro-rated for any partial Due Period). The Seller and the Purchaser mutually agree that no later than five (510) Business Days of receipt of the 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 end date of each calendar month during the Interim Period the Seller transfer of servicing, Subservicer shall deliver such insurance policies or renewals and invoices as it may receive with respect to the Purchaser all servicing fees and ancillary income received during the prior Due Period as the Seller would have been entitled to prior Mortgage Loans to the Purchase DateServicer within ten (10) Business Days of its receipt of same, thereafter Subservicer shall exercise reasonable efforts to deliver such insurance policies or renewals and invoices as it may receive with respect to the Mortgage Loans to the Servicer within a reasonable time of its receipt of same.