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.
Servicing Transfer. (a) If a Servicer Default has occurred and is continuing, the Required Holders or the Indenture Trustee (subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer's rights and obligations under this Pooling Agreement with respect to the Trust Assets.
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”).
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. At the end of the Interim Servicing Period, the 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 Interim 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. (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.
Servicing Transfer. 69 Section 8.03 Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act.................70 Section 8.04 Notifications to Noteholders and the Equity Certificateholders.............................71 Section 8.05
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. On the related Servicing Transfer Date, in accordance with the terms of the Interim Servicing Agreement, attached as Exhibit F of this Agreement, the Prior Servicer shall transfer to the New Servicer the servicing for the Mortgage Loans. HUD shall request that the Prior Servicer coordinate and cooperate with Purchaser and the New Servicer to affect an orderly and timely transfer of the servicing for each Mortgage Loan onto the New Servicer’s servicing system. Within three (3) Business Days after the Effective Date, Purchaser shall provide HUD (and, if directed by HUD, the Prior Servicer) with all of the information necessary to allow the Prior Servicer to prepare and send to Borrowers any required disclosures regarding the sale or transfer of servicing, including ―goodbye/hello‖ letters meeting the requirements of RESPA with respect to both the Prior Servicer and the New Servicer. Within twenty (20) Business Days after receipt from a Prior Servicer of an invoice for interim servicing fees due to and advances made by such Prior Servicer from the Claim Date through the Servicing Transfer Date (the ―Interim Servicing Fees and Expenses‖), Purchaser shall pay or cause the New Servicer to pay such Interim Servicing Fees and Expenses in full in accordance with Article II of the Interim Servicing Agreement, attached as Exhibit F of this Agreement.
