Common use of Cooperation To Facilitate Transfer Clause in Contracts

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 Company’s Share shall not be subject to or contingent upon the provision of such documentation.

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 Company’s Share shall not be subject to or contingent upon the provision of such documentation.

Cooperation To Facilitate Transfer. In any event, if a Servicer or Subservicer is terminated pursuant to the provisions of this Article X5, the Company Manager shall, and shall cause any Servicer (and any Subservicer) to, provide Participant 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 Participant the Initial Member, the Purchase Money Notes Guarantor or any successor Successor Servicer to enable it and any successor Successor Servicer to assume the responsibilities as servicer under this Agreementservicer, and to cooperate with Participant the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or Subservicer) or the Company’s rights as servicer under this Agreement), including (xi) the transfer within one (1) Business Day of all cash amounts whichthat, 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 CollateralProperty, and (yii) 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 the Initial Member or the Purchase Money Notes Guarantor might specify, and (ziii) the assignment to Participant Collateral Agent of the right to access all such lockbox accounts, the Collection Account, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account Debtor Accounts and any other account into which Loan Proceeds or Borrower escrow or other payments are deposited or held. Following ; provided, however, that the taking of documents, records and data delivered by the Servicer (and any action Subservicer) to the Initial Member and the Purchase Money Notes Guarantor and any successor Servicer pursuant to this Article XSection 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 Company shall continue to be entitled to be reimbursed for Servicing Expenses but only to possession of the extent that it was entitled to reimbursement of Servicing Expenses prior to such actionCustodian/Paying Agent. The Company Manager shall be liable for, and Participant shall be entitled to deduct from the Company’s Share, for all costs and expenses incurred by Participant the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent (xI) associated with the complete transfer of the servicing data, (yII) 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 the Collateral Agent and any successor Servicer (and Subservicers) to service the Loans and Acquired Collateral Property properly and effectively, and (zIII) to retain and maintain the services of a successor Successor Servicer (and any Subservicers). Within a reasonable time after receipt of a written request of the Company Manager for the same, Participant the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent 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 any event, if a Servicer or Subservicer is terminated pursuant to the provisions of this Article XV, the Company Manager shall, and shall cause any Servicer (and any Subservicer) to, provide Participant the Initial Member, the Purchase Money Notes Guarantor, the NGPMN Agent and the Advance Lender and any successor Successor Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by Participant the Initial Member, the Purchase Money Notes Guarantor, the NGPMN Agent or the Advance Lender or any successor Successor Servicer to enable it and any successor Successor Servicer to assume the responsibilities as servicer under this Agreementservicer, and to cooperate with Participant the Initial Member, the Purchase Money Notes Guarantor, the NGPMN Agent and the Advance Lender in effecting the termination of any Servicer (or Subservicer) or the Company’s rights as servicer under this Agreement), including (xi) the transfer within one (1) Business Day of all cash amounts whichthat, 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 CollateralAsset, and (yii) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Loans Assets are directed or the redirection of all such payments and other amounts to such account as Participant may specifythe Initial Member, the Purchase Money Notes Guarantor, the NGPMN Agent or the Advance Lender might specify and (ziii) the assignment to Participant Collateral Agent of the right to access all such lockbox accounts, the Collection Account, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account Debtor Accounts and any other account into which Loan Asset Proceeds or Borrower escrow or other payments are deposited or held. Following ; provided, however, that the taking of documents, records and data delivered by the Servicer (and any action Subservicer) to the Initial Member, the Purchase Money Notes Guarantor, the NGPMN Agent and the Advance Lender and any Successor Servicer pursuant to this Article XSection 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 Company shall continue to be entitled to be reimbursed for Servicing Expenses but only to possession of the extent that it was entitled to reimbursement of Servicing Expenses prior to such actionCustodian/Paying Agent. The Company Manager shall be liable for, and Participant shall be entitled to deduct from the Company’s Share, for all costs and expenses incurred by Participant the Initial Member, the Purchase Money Notes Guarantor, the NGPMN Agent, the Advance Lender and the Collateral Agent (xI) 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 Company’s Share shall not be subject to or contingent upon the provision of such documentation.,

Cooperation To Facilitate Transfer. In any event, if a Servicer or Subservicer is terminated pursuant to the provisions of this Article XV, the Company Manager shall, and shall cause any Servicer (and any Subservicer) to, provide Participant 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 Participant the Initial Member, the Purchase Money Note Guarantor or any successor Successor Servicer to enable it and any successor Successor Servicer to assume the responsibilities as servicer under this Agreementservicer, and to cooperate with Participant the Initial Member and the Purchase Money Note Guarantor in effecting the termination of any Servicer (or Subservicer) or the Company’s rights as servicer under this Agreement), including (xi) the transfer within one (1) Business Day of all cash amounts whichthat, 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 CollateralProperty, and (yii) 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 Participant may the Initial Member or the Purchase Money Note Guarantor might specify, and (ziii) the assignment to Participant Collateral Agent of the right to access all such lockbox accounts, the Collection Account, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account Debtor Accounts and any other account into which Mortgage Loan Proceeds or Borrower escrow or other payments are deposited or held. Following ; provided, however, that the taking of documents, records and data delivered by the Servicer (and any action Subservicer) to the Initial Member and the Purchase Money Note Guarantor and any successor Servicer pursuant to this Article XSection 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 Company shall continue to be entitled to be reimbursed for Servicing Expenses but only to possession of the extent that it was entitled to reimbursement of Servicing Expenses prior to such actionCustodian/Paying Agent. The Company Manager shall be liable for, and Participant shall be entitled to deduct from the Company’s Share, for all costs and expenses incurred by Participant the Initial Member, the Purchase Money Note Guarantor and the Collateral Agent (xI) associated with the complete transfer of the servicing data, (yII) 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 the Collateral Agent and any successor Servicer (and Subservicersany Subservicer) to service the Mortgage Loans and Acquired Collateral Property properly and effectively, and (zIII) to retain and maintain the services of a successor Successor Servicer (and any SubservicersSubservicer). Within a reasonable time after receipt of a written request of the Company Manager for the same, Participant the Initial Member, the Purchase Money Note Guarantor and the Collateral Agent 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 eventof the Manager, if a Servicer or a Subservicer is terminated pursuant to the provisions of this Article XXII, the Company Manager (in its individual capacity) shall, and shall cause any Servicer (and any Subservicer) to, provide Participant 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 Participant the Initial Member or any successor Manager or Servicer to enable it and any successor Servicer such Person to assume the responsibilities as servicer Manager under this Agreement and any applicable Servicing Agreement, and to cooperate with Participant the Initial Member in effecting the termination of any Servicer (or Subservicer) or the CompanyManager’s rights as servicer “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement and the Reimbursement and Security 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, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Mortgage Loans or Acquired CollateralProperty, and (y) 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 Participant the Initial Member may specify, and (z) the assignment to Participant 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, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Mortgage 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 Manager (in its individual capacity) shall be liable for, and Participant shall be entitled to deduct from the Company’s Share, for all costs and expenses incurred by Participant 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 Participant the Initial Member and any successor Manager and successor Servicer (and Subservicers) to service the Mortgage Loans and Acquired Collateral 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 Company Manager (in its individual capacity) for the same, Participant the Initial Member shall provide reasonable documentation evidencing such costs and expenses, but Participantthe Initial Member’s right to deduct reimbursement of such costs and expenses from the Company’s Share (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.