Cooperation To Facilitate Transfer. In any event, if a Servicer or subservicer is terminated pursuant to the provisions of this Article 5, Manager shall, and shall cause any Servicer (and any subservicer) to, provide the Initial Member and the Purchase Money Notes Guarantor and any successor Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by the Initial Member, the Purchase Money Notes Guarantor or any Successor Servicer to enable it and any Successor Servicer to assume the responsibilities as servicer, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or subservicer), including (i) the transfer within one (1) Business Day of all cash amounts that, at the time, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Underlying Loans or Acquired Property, (ii) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member or the Purchase Money Notes Guarantor might specify, and (iii) the assignment to Collateral Agent of the right to access all such lockbox accounts, the Debtor Accounts and any other account into which Underlying Loan Proceeds or Underlying Borrower escrow or other payments are deposited or held; provided, however, that the documents, records and data delivered by the Servicer (and any subservicer) to the Initial Member and the Purchase Money Notes Guarantor and any successor Servicer pursuant to this Section 5.1(c) shall be limited to those documents in such Servicer’s possession at the time of such transfer or which the Servicer acquires thereafter and shall not include or be deemed to include any documents, records or data in the possession of the Custodian/Paying Agent. The Manager shall be liable for all costs and expenses incurred by the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent (I) associated with the complete transfer of the servicing data, (II) associated with the completion, correction or manipulation of servicing data as may be required to correct errors or insufficiencies in the servicing data to enable the Collateral Agent and any successor Servicer (and subservicers) to service the Underlying Loans and Acquired Property properly and effectively, and (III) to ...
Cooperation To Facilitate Transfer. In any event, if a Servicer or Subservicer is terminated pursuant to the provisions of this Article V, Manager shall, and shall cause any Servicer (and any Subservicer) to, provide the Initial Member and the Purchase Money Note Guarantor and any successor Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by the Initial Member, the Purchase Money Note Guarantor or any Successor Servicer to enable it and any Successor Servicer to assume the responsibilities as servicer, and to cooperate with the Initial Member and the Purchase Money Note Guarantor in effecting the termination of any Servicer (or Subservicer), including (i) the transfer within one (1) Business Day of all cash amounts that, at the time, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Mortgage Loans or Acquired Property, (ii) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Mortgage Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member or the Purchase Money Note Guarantor might specify, and (iii) the assignment to Collateral Agent of the right to access all such lockbox accounts, the Debtor Accounts and any other account into which Mortgage Loan Proceeds or Borrower escrow or other payments are deposited or held; provided, however, that the documents, records and data delivered by the Servicer (and any Subservicer) to the Initial Member and the Purchase Money Note Guarantor and any successor Servicer pursuant to this Section 5.1(c) shall be limited to those documents in such Servicer’s possession at the time of such transfer or which the Servicer acquires thereafter and shall not include or be deemed to include any documents, records or data in the possession of the Custodian/Paying Agent. The Manager shall be liable for all costs and expenses incurred by the Initial Member, the Purchase Money Note Guarantor and the Collateral Agent (I) associated with the complete transfer of the servicing data, (II) associated with the completion, correction or manipulation of servicing data as may be required to correct errors or insufficiencies in the servicing data to enable the Collateral Agent and any successor Servicer (and any Subservicer) to service the Mortgage Loans and Acquired Property properly and effectively, and (III) to retain and maintain th...
Cooperation To Facilitate Transfer. In the event any of the Manager, a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) shall, and shall cause any Servicer (and any Subservicer) to, provide the Initial Member and any successor Manager or Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by the Initial Member or any successor Manager or Servicer to enable such Person to assume the responsibilities as Manager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member in effecting the termination of any Servicer (or Subservicer) or the Manager’s rights as “Manager” under this Agreement, including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, the Advance Facility Documents and the Reimbursement, Security and Guaranty Agreement, (x) the transfer within one
Cooperation To Facilitate Transfer. In any event, if the Servicer or any Subservicer is terminated pursuant to the provisions of this Article X, the Company shall, and shall cause the Servicer (and any Subservicer) to, provide the Participant and any successor Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by the Participant or any successor Servicer to enable it and any successor Servicer to assume the responsibilities as servicer under this Agreement, and to cooperate with the Participant in effecting the termination of the Servicer (or any Subservicer) or the Company’s rights as servicer under this Agreement, including (x) the transfer within one
Cooperation To Facilitate Transfer. (i) In furtherance of, and not in limitation of the respective rights of the Notes Designee and the Collateral Agent, and the obligations of the Debtors, under the Custodial and Paying Agency Agreement, while an Event of Default shall have occurred and be continuing, and, in any event, from and after any exercise of any of the remedies specified in Section 5.1(a), each Grantor forthwith shall (x) execute (and have acknowledged) and deliver to the Collateral Agent (in such form as the Collateral Agent may specify) such endorsements and allonges to Loan Notes, Receiver Assignment and Lost Instrument Affidavits, Receiver Mortgage Assignments, deeds, assignment of leases and other documents of assignment, conveyance or transfer as the Collateral Agent may specify to evidence the transfer to the Collateral Agent (including of record) the Loans, the Underlying Collateral, the Underlying Collateral Documents and the Acquired Property, and (y) deliver to the Collateral Agent such originals or copies of the Collateral Books and Records and Servicing Records, and in such format (including electronic format), as the Collateral Agent may specify, and (in each case) shall cause any Servicer for such Grantor to assist in effecting the foregoing.
