Termination Upon Transfer of Servicing Clause Samples
The 'Termination Upon Transfer of Servicing' clause allows for the automatic or elective ending of an agreement if the responsibility for servicing—such as managing loans or accounts—is transferred from one party to another. In practice, this means that if the original servicer sells or assigns its servicing rights to a third party, the contract may be terminated, often with notice requirements or specific procedures to follow. This clause is primarily used to protect the interests of the parties by ensuring that they are not bound to work with a new, potentially unknown servicer, thereby maintaining control and reducing risk in the event of a servicing transfer.
Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" with "▇▇▇▇▇▇ Brothers Holdings Inc."
20. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller and Others) are replaced by the following: The Seller shall indemnify the Trust Fund, the Depositor, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller immediately shall notify ▇▇▇▇▇▇ Brothers Holdings Inc., the Depositor, the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Seller shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related to the failure of the Trustee or the Master Servicer to perform its duties in compliance with the terms of this Agreement. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to ▇▇▇▇▇▇ Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of ▇▇▇▇▇▇...
Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "▇▇▇▇▇▇ Brothers Holdings Inc."
Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" with "Lehman Brothers Holdings Inc."
Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to the "Purchaser" in the second and fourth paragraphs with "the Seller."
Termination Upon Transfer of Servicing. Termination Procedures. This Agreement shall terminate with respect to the Mortgage Loans or portion thereof transferred on the related Transfer Date which shall be the date set forth on the related Acknowledgement Agreement. The Purchaser may elect to terminate this Agreement and transfer the servicing from the Seller prior to the related Transfer Date with respect to all or any portion of the Mortgage Loans by providing written notice to the Seller at least 10 Business Days prior to the date on which it intends to transfer the servicing of its intent to transfer the servicing from the Seller. On or before the date specified by the Purchaser in accordance with this paragraph (a) for the transfer of servicing from the Seller, the Seller shall prepare, execute and deliver to the successor entity designated by the Purchaser any and all documents and other instruments, place in such successor's possession all Mortgage Loan Documents necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Seller's sole expense. The Seller shall cooperate with the Purchaser and such successor in effecting the termination of the Seller's responsibilities and rights hereunder. On the related Transfer Date, the Seller shall comply with all of the provisions of Section 5 of the Purchase Agreement to effect a complete transfer of the Servicing Rights. On the related Transfer Date for each Mortgage Loan, this Agreement, except for Articles VI, VIII, IX and X which shall survive the related Transfer Date, shall terminate.
(a) Mortgage Loans in Foreclosure. The servicing with respect to Mortgage Loans in foreclosure on or before the related Transfer Date shall not be transferred from the Seller to the Purchaser or the successor servicer, as the case may be, and such Mortgage Loans shall continue to be serviced by the Seller pursuant to the terms of this Agreement. However, if the Purchaser so elects, the Purchaser may waive the provisions of this paragraph (b) and accept transfer of servicing of such Mortgage Loans and all amounts received by the Seller thereunder.
Termination Upon Transfer of Servicing