Common use of Servicing Transfer Clause in Contracts

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. (b) Subject to Sections 2.09 and 8.03(a), any successor Servicer, by accepting its appointment pursuant to the Pooling Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself the representations and warranties made by the Servicer in Sections 3.01 through 3.05 hereof (in the case of Section 3.01 with appropriate factual changes) and (iii) shall agree on a recourse basis to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever that such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the negligence or willful misconduct of such successor Servicer in exercising its powers and carrying out its obligations under the Pooling Agreement, the Indenture or this Agreement.

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(c2.02(a), (db) and (ec), Section 2.06, Section 2.09 2.06 and Article V IV (in the case of Sections 5.034.03, 5.04 4.04 or 5.09 4.08 under Article VIV, 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 6.03 or Section 8.04 6.04 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. (b) Subject to Sections 2.09 and 8.03(aSection 6.03(a), any successor Servicer, by accepting its appointment pursuant to the Pooling Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself the representations and warranties made by the Servicer in Sections 3.01 through 3.05 hereof (in the case of Section 3.01 with appropriate factual changes) and (iii) shall agree on a recourse basis to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever that such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the negligence or willful misconduct of such successor Servicer in exercising its powers and carrying out its obligations under the Pooling Agreement, the Indenture or this Agreement.

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. (b) Subject to Sections 2.09 and 8.03(a), any successor Servicer, by accepting its appointment pursuant to the Pooling Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself the representations and warranties made by the Servicer in Sections 3.01 through 3.05 hereof (in the case of Section 3.01 with appropriate factual changes) and (iii) shall agree on a recourse basis to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever that such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the negligence or willful misconduct of such successor Servicer in exercising its powers and carrying out its obligations under the Pooling Agreement, the Indenture or this Agreement.willful