Common use of Cooperation To Facilitate Transfer Clause in Contracts

Cooperation To Facilitate Transfer. In the event any of the Manager, the Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) must, and must cause the 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 the Servicer (or any 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, (x) the transfer within one Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are or should have been credited to the Collection Account or are thereafter received with respect to any Assets or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account and any other account into which Asset Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will be liable for all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing data,

Cooperation To Facilitate Transfer. In the event any of the Managerevent, the if a Servicer or a Subservicer subservicer is terminated pursuant to the provisions of this Article XII5, the Manager (in its individual capacity) mustshall, and must shall cause the any Servicer (and any Subservicersubservicer) to, provide the Initial Member and the Purchase Money Notes Guarantor 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 Member, the Purchase Money Notes Guarantor or any successor Manager or Successor Servicer to enable such Person it and any Successor Servicer to assume the responsibilities as Manager under this Agreement and any applicable Servicing Agreementservicer, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of the any Servicer (or any Subservicer) or the Manager’s rights as “Manager” under this Agreementsubservicer), including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, including (xi) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts whichthat, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets Underlying Loans or Acquired Property, and (yii) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets Underlying Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member may or the Purchase Money Notes Guarantor might specify, and (ziii) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) Collateral Agent of the right to access all such lockbox accounts, the Collection Account Debtor Accounts and any other account into which Asset 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 (in its individual capacity) will shall be liable for all costs and expenses incurred by the Initial Member or Member, the Company Purchase Money Notes Guarantor and the Collateral Agent (xI) associated with the complete transfer of the Servicing 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 retain and maintain the services of a Successor Servicer (and any subservicers). Within a reasonable time after receipt of a written request of the Manager for the same, the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent shall provide reasonable documentation evidencing such costs and expenses.

Cooperation To Facilitate Transfer. In the event any of the Manager, the a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) mustshall, and must shall cause the 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 the any Servicer (or any 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 one (1) Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account Account, any Defeasance Account, any accounts established under the Advance Facility Documents and any other account into which Asset Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will shall be liable for all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing 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 the Initial Member and any successor Manager and successor Servicer (and Subservicers) to service the Assets and Acquired Property properly and effectively, and (z) to retain and maintain the services of a successor Manager and/or successor Servicer (and any Subservicers), it being understood that, as to the compensation to be paid to the successor Manager (and servicing fees due and payable to any Servicer or Subservicer engaged by or through such successor Manager), the removed Manager shall be responsible only for the portion of such compensation and fees that, as of any particular Distribution Date, are in excess of the Management Fee payable to the successor Manager on such Distribution Date. Within a reasonable time after receipt of a written request of the Manager (in its individual capacity) for the same, the Initial Member shall provide reasonable documentation evidencing such costs and expenses, but the Initial Member’s right to reimbursement of such costs and expenses (and to exercise offset rights under Section 4.6(h) on account thereof) shall not be subject to or contingent upon the provision of such documentation.

Cooperation To Facilitate Transfer. In the event any of the Managerevent, the if a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XIIX, the Manager (in its individual capacity) mustCompany shall, and must shall cause the any Servicer (and any Subservicer) to, provide the Initial Member Participant 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 Participant or any successor Manager or Servicer to enable such Person it and any successor Servicer to assume the responsibilities as Manager servicer under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member Participant in effecting the termination of the any Servicer (or any Subservicer) or the ManagerCompany’s rights as “Manager” servicer under this Agreement, including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, including (x) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets Loans or Acquired PropertyCollateral, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member Participant may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) Participant of the right to access all such lockbox accounts, the Collection Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Asset 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 Company Advances but only to the extent that it was entitled to reimbursement of Company Advances prior to such action. The Manager (in its individual capacity) will Company shall be liable for for, and Participant shall be entitled to deduct from the Company’s Share, all costs and expenses incurred by the Initial Member or the Company Participant (x) associated with the complete transfer of the Servicing 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 Company’s Share shall not be subject to or contingent upon the provision of such documentation.

Cooperation To Facilitate Transfer. In the event any of the Managerevent, if the Servicer or a any Subservicer is terminated pursuant to the provisions of this Article XIIX, the Manager (in its individual capacity) mustCompany shall, and must shall cause the Servicer (and any Subservicer) to, provide the Initial Member Participant 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 Participant or any successor Manager or Servicer to enable such Person it and any successor Servicer to assume the responsibilities as Manager servicer under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member Participant in effecting the termination of the Servicer (or any Subservicer) or the ManagerCompany’s rights as “Manager” servicer under this Agreement, including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, including (x) the transfer within one one (1) Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets Loans or Acquired PropertyCollateral, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member Participant may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) Participant of the right to access all such lockbox accounts, the LIP Account, the Collection Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Asset 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 Manager (in its individual capacity) will Company shall be liable for for, and the Participant shall be entitled to deduct from the Company’s Share, all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing data,Participant

Cooperation To Facilitate Transfer. In the event any of the Manager, the a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) mustshall, and must shall cause the 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 the any Servicer (or any 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 and the Reimbursement, Security and Guaranty Agreement, (x) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets Loans or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account Account, any Defeasance Account, and any other account into which Asset Loan Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will shall be liable for all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing 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 the Initial Member and any successor Manager and successor Servicer (and Subservicers) to service the Loans and Acquired Property properly and effectively, and (z) to retain and maintain the services of a successor Manager and/or successor Xxxxxxxx (and any Subservicers), it being understood that, as to the compensation to be paid to the successor Manager (and servicing fees due and payable to any Servicer or Subservicer engaged by or through such successor Manager), the removed Manager shall be responsible only for the portion of such compensation and fees that, as of any particular Distribution Date, are in excess of the Management Fee payable to the successor Manager on such Distribution Date. Within a reasonable time after receipt of a written request of the Manager (in its individual capacity) for the same, the Initial Member shall provide reasonable documentation evidencing such costs and expenses, but the Initial Member’s right to reimbursement of such costs and expenses (and to exercise offset rights under Section 4.6(h) on account thereof) shall not be subject to or contingent upon the provision of such documentation.

Cooperation To Facilitate Transfer. In the event any of the Manager, the Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) must, and must cause the 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 the Servicer (or any 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 and the Reimbursement, Security and Guaranty Agreement, (x) the transfer within one Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are or should have been credited to the Collection Account or are thereafter received with respect to any Assets or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account and any other account into which Asset Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will be liable for all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing data,Company

Cooperation To Facilitate Transfer. In the event any of the Manager, the a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) mustshall, and must shall cause the 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 the any Servicer (or any 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 and the Reimbursement, Security and Guaranty Agreement, (x) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets Loans or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account Account, any Defeasance Account, and any other account into which Asset Loan Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will shall be liable for all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing 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 the Initial Member and any successor Manager and successor Servicer (and Subservicers) to service the Loans and Acquired Property properly and effectively, and

Cooperation To Facilitate Transfer. In the event any of the Manager, the Servicer or a Subservicer Sub-Servicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) mustshall, and must shall cause the Servicer (and any SubservicerSub-Servicer) 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 the Servicer (or any SubservicerSub- Servicer) 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, (x) the transfer within one Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account Account, and any other account into which Asset Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will shall be liable for all costs and expenses incurred by the Initial Member or the Company (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 the Initial Member and any successor Manager and successor Servicer (and Sub-Servicers) to service the Assets and Acquired Property properly and effectively, and

Cooperation To Facilitate Transfer. In the event any of the Manager, the Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) must, and must cause the 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 the Servicer (or any 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, (x) the transfer within one Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are or should have been credited to the Collection Account or are thereafter received with respect to any Assets or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account and any other account into which Asset Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will be liable for all costs and expenses incurred by the Initial Member or the Company (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 the Initial Member and any successor Manager and successor Servicer (and Subservicers) to service the Assets and Acquired Property properly and effectively, and

Cooperation To Facilitate Transfer. In the event any of the Manager, the a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the Manager (in its individual capacity) mustshall, and must shall cause the 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 the any Servicer (or any 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 and the Reimbursement, Security and Guaranty Agreement, (x) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts which, at the time, are shall be or should have been credited to the Collection Account or are thereafter received with respect to any Assets Loans or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Assets Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member may specify, and (z) the assignment to the Initial Member (or the applicable successor Manager or Servicer as indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection Account Account, any Defeasance Account, and any other account into which Asset Loan Proceeds or Borrower escrow payments are deposited or held. The Manager (in its individual capacity) will shall be liable for all costs and expenses incurred by the Initial Member or the Company (x) associated with the complete transfer of the Servicing 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 the Initial Member and any successor Manager and successor Servicer (and Subservicers) to service the Loans and Acquired Property properly and effectively, and (z) to retain and maintain the services of a successor Manager and/or successor Servicer (and any Subservicers), it being understood that, as to the compensation to be paid to the successor Manager (and servicing fees due and payable to any Servicer or Subservicer engaged by or through such successor Manager), the removed Manager shall be responsible only for the portion of such compensation and fees that, as of any particular Distribution Date, are in excess of the Management Fee payable to the successor Manager on such Distribution Date. Within a reasonable time after receipt of a written request of the Manager (in its individual capacity) for the same, the Initial Member shall provide reasonable documentation evidencing such costs and expenses, but the Initial Member’s right to reimbursement of such costs and expenses (and to exercise offset rights under Section 4.6(h) on account thereof) shall not be subject to or contingent upon the provision of such documentation.