Servicer Transfer Clause Samples
Servicer Transfer. (a) If a Servicer Default has occurred and is continuing, (x) the Required Holders, or (y) the Indenture Trustee, may, by written notice (a “Termination Notice”) delivered to the parties hereto and the Rating Agencies, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions.
(b) Upon delivery of the notice required by Section 8.02(a) (or, if later, on a date designated therein), and on the date that a successor Servicer shall have been appointed pursuant to Section 8.03 (such appointment being herein called a “Servicer Transfer”), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Loans, the Loan Files or otherwise, shall pass to and be vested in such successor (the “Successor Servicer”) pursuant to and under this Section 8.02; and, without limitation, the Successor Servicer is authorized and empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Loans. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the Loans in such electronic form as the Successor Servicer may reasonably request and (ii) any Loan Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Servicer Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.
Servicer Transfer. (a) If a Servicer Default has occurred and is continuing, the Trustee or the Issuer may terminate all of the rights and obligations of the Servicer hereunder by notice to the Servicer (a “Termination Notice”), whereupon the Backup Servicer will succeed to all of the Servicer’s management, administrative, servicing, custodial and collection functions as Servicer hereunder within thirty (30) days of receiving a Termination Notice.
(b) If the Backup Servicer is unable to assume the role of the Servicer after a Termination Notice is delivered pursuant to Section 8.02(a), and the Trustee is unwilling or unable to act as the successor servicer as provided in Section 8.03 (the “Successor Servicer”), the Trustee (i) will provide the Trust Depositor with written notice of such circumstances (and the Trust Depositor shall promptly forward a copy of such notice to the Rating Agency) and (ii) may appoint a Successor Servicer with assets of at least $50,000,000 and whose regular business includes the servicing of assets similar to the Loan Assets. Such proposed Successor Servicer shall become the Successor Servicer once it assumes the Servicer’s responsibilities and obligations in accordance with Section 8.03. If such proposed Successor Servicer is unable to assume the responsibilities and obligations of the Servicer, the Trustee shall propose an alternative established servicing institution to serve as the Successor Servicer. Such other proposed Successor Servicer shall become the Successor Servicer once it assumes the Servicer’s responsibilities and obligations in accordance with this Agreement. If no Successor Servicer has been appointed and approved following the above procedures within 120 days of the delivery of a Termination Notice or notice of resignation by the Servicer, then any of the Issuer, Trustee, removed or resigning Servicer or any Securityholder may petition any court of competent jurisdiction for the appointment of a Successor Servicer, which appointment will not require the consent of, nor be subject to the approval of the Issuer, the Trustee or any Securityholder.
(c) On the date that a Successor Servicer (including for the avoidance of doubt the Backup Servicer acting as such) shall have been appointed and accepted such appointment pursuant to Section 8.03 (such appointment being herein called a “Servicer Transfer”), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Loans...
Servicer Transfer. In the event that a transfer of servicing occurs under Article X of the Pooling and Servicing Agreement, from and after the effective date of such transfer, the Successor Servicer appointed pursuant to the Pooling and Servicing Agreement, and not Spirit, Inc., shall be responsible for the performance of all servicing functions to be performed by the Servicer from and after such date, except as provided in the Pooling and Servicing Agreement. Such transfer shall not affect any rights or obligations of Spirit, Inc. which arose prior to the effective date of the transfer of servicing or the rights or obligations of Spirit, Inc. under Sections 2.2, Section 2.7 and Article V (in the case of Sections 5.2 or 5.3 under Article V, excluding any documents received by any Successor Servicer and also excluding any documents received by Spirit, Inc. from the Successor Servicer), or Section 7.3 of this Agreement, whether arising before or after such date.
Servicer Transfer. 97 Section 8.03 Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act................... 98 Section 8.04 Notification to Securityholders and Hedge Counterparties..................................... 100 Section 8.05 Effect of Transfer........................................................................... 100 Section 8.06 Database File................................................................................ 100 Section 8.07 Waiver of Defaults........................................................................... 101 Section 8.08 Responsibilities of the Successor Servicer................................................... 101 Section 8.09 Rating Agency Condition for Servicer Transfer................................................ 101 Section 8.10 Appointment of Successor Backup Servicer; Successor Backup Servicer to Act................... 102
Servicer Transfer. 80 Section 8.03 Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act....................80 Section 8.04 Notification to Securityholders...............................................................82 Section 8.05
Servicer Transfer. Section 8.03 Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act..............69 Section 8.04 Notification to Securityholders.........................................................70 Section 8.05 Effect of Transfer......................................................................70 Section 8.06 Database File...........................................................................71 Section 8.07
Servicer Transfer. Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act.
Servicer Transfer. Section 8.03 Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act Section 8.04 Notification to Securityholders and Swap Counterparties Section 8.05 Effect of Transfer Section 8.06 Database File Section 8.07 Successor Servicer Indemnification Section 8.08 Responsibilities of the Successor Servicer Section 8.09 Rating Agency Condition for Servicer Transfer
Servicer Transfer. If a Servicer Default has occurred and is continuing, the Majority Noteholders may, by written notice (a Termination Notice) delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions; provided, no Termination Notice shall be required with respect to any Servicer Default described under subsections 8.1(c), (d), or (e).
Servicer Transfer. 30 SECTION 8.3