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 X, the Company shall, and shall cause any Servicer (and any Subservicer) to, provide Participant and any successor Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by 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 Participant in effecting the termination of any Servicer (or Subservicer) or the Company’s rights as servicer under this Agreement, including (x) the transfer within one (1) Business Day of all cash amounts which, at the time, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Loans or Acquired Collateral, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Loans are directed or the redirection of all such payments and other amounts to such account as Participant may specify, and (z) the assignment to Participant of the right to access all such lockbox accounts, the Collection Account, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Loan Proceeds or Borrower escrow payments are deposited or held. Following the taking of any action pursuant to this Article X, the Company shall continue to be entitled to be reimbursed for Servicing Expenses but only to the extent that it was entitled to reimbursement of Servicing Expenses prior to such action. The Company shall be liable for, and Participant shall be entitled to deduct from the Company’s Share, all costs and expenses incurred by Participant (x) associated with the complete transfer of the servicing data, (y) 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 Participant and any successor Servicer (and Subservicers) to service the Loans and Acquired Collateral properly and effectively, and (z) to retain and maintain the services of a successor Servicer (and any Subservicers). Within a reasonable time after receipt of a written request of the Company for the same, Participant shall provide reasonable documentation evidencing such costs and expenses, but Participant’s right to deduct such costs and expenses from the Co...
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.
(ii) 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 shall, and shall cause any Servicer for such Grantor to, provide the Collateral Agent and any Servicer engaged by it in a timely manner with all documents, records and data (including electronic documents, records and data) requested by any of them to enable it (and any Servicer) to service, manage or otherwise administer the Loans, the Underlying Collateral and Acquired Property, and to cooperate with the Collateral Agent and any Servicer engaged by it in effecting the transfer of such responsibilities from the Company (or any Servicer of the Company), including (A) 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 Loans, Underlying Collateral or Acquired Property, (B) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Loans are directed or the redirection of all such payments and other amounts to such account as the Collateral Agent might specify, and (C) t...
