Common use of herein Clause in Contracts

herein. The Servicer shall at its expense, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trust.

herein. The Servicer Said sum shall at its expensebe held as security for the full, deliver to the Indenture Trustee, all documents faithful and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination timely performance of the defaulting Servicer’s responsibilities terms, covenants, and rights hereunder as Servicer including, without limitation, notifying each Subservicer conditions of this Lease. In the event of default by Lessee in the performance of any of the assignment of the servicing function and providing the Indenture Trustee covenants, agreements or its designee all documents and records in electronic or other form reasonably requested conditions by it to enable be kept and performed hereunder, Lessor may, at its sole election, without notice and without terminating this Lease, apply the Indenture Trustee funds so deposited in payment or rent or other sums due hereunder or in remedying any other default hereunder, or for the payment of any amount which Lessor may spend or become obligated to spend by reason of Lessee's default, or to compensate Lessor for any other loss, cost, damage or expense (including attorney or other professional service fees) which Lessor may suffer or incur by reason of Lessee's default, or Lessor may terminate this Lease by reason of any such default and retain said funds as partial damages for any such default and not by way of penalty, nor shall such liquidated damages be an offset to actual damages incurred by Lessor. Lessee agrees that upon the application by Lessor of funds so deposited, Lessee shall pay Lessor, within five (5) days of demand, the amount so applied which shall be added to the unapplied funds so the funds deposited will be restored to their original amount. Lessee's failure to do so shall be a material breach under this Lease. Any action taken by Lessor under this Paragraph shall not be construed to be a waiver of any of its designee rights under this Lease or of its rights in case of subsequent default to assume enforce any remedy available to Lessor by law or under the defaulting Servicer’s functions provisions of this Lease, including the remedies set forth in this Paragraph. Within sixty (60) days after the expiration of the tenancy hereby created, whether by lapse of time or otherwise, provided Lessee shall not at any time have been in default hereunder during the terms of the Lease, and shall have complied with all the terms, covenants and conditions of this Lease, and shall have fully, faithfully and timely performed each and every provision of this Lease to be performed, including the yielding up to the immediate possession to Lessor, Lessor shall upon being furnished with affidavits and other satisfactory evidence by Lessee that Lessee has paid all bills incurred by it in connection with its performance of the terms, covenants and conditions of this Lease, return to Lessee said sum on deposit or such portion thereof then remaining on deposit with Lessor hereunder; provided, that in the event this Lease shall be terminated by or upon default of, the Lessee, the security deposit shall be retained by Lessor, and the transfer to security deposit shall be forfeited by Lessee, and all of Lessee's interest therein shall terminate; Provided further, that Lessor may retain the Indenture Trustee for administration by it of all amounts which shall at security deposit until such time as any amount due from Lessee in accordance with Paragraph 5 hereof has been determined and paid in full. Should Lessor sell its interests in the time be or should have been Premises during the term hereof and if Lessor deposits with the purchaser thereof the then unappropriated funds deposited by the defaulting Servicer Lessee as aforesaid, or is credited therefore in the Collection Account maintained by such defaulting Servicer and purchase agreement, thereupon Lessor shall be discharged from any other account or fund maintained further liability with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trustsecurity deposit.

herein. At all times during the Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal business hours to the Property for purposes of on-site inspections. The Servicer scope of the inspections shall be determined by the PURCHASER as deemed appropriate under the circumstances. In the event that any inspections and any review of documents conducted by the PURCHASER relative to the Property during the Inspection Period prove unsatisfactory to the PURCHASER, or for any reason at all, at its expensesole and absolute discretion, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee PURCHASER shall be entitled to terminate this Agreement by providing written notice by mail, overnight delivery service, or by e-mail or facsimile to SELLER and/or SELLER'S counsel, at any time prior to 5:00 p.m. Florida time on last day of the Inspection Period and receive an immediate refund of the Xxxxxxx Money plus interest earned thereon. In the event that PURCHASER fails to provide a timely notice of termination, this Agreement shall not terminate and the PURCHASER and SELLER shall proceed to Closing as set forth herein subject to the respective rights of termination as provided for herein. PURCHASER does hereby agree to hold SELLER harmless during inspections conducted on the Property. Should the Long-Term Lease between SELLER and PURCHASER not be reimbursed approved by the City Commission and executed and delivered by the parties during the Inspection Period, PURCHASER and SELLER shall have the right to terminate this Agreement, and Escrow Agent will promptly return the Xxxxxxx Money to the PURCHASER. During the Inspection Period, and after the expiration of the Inspection Period if PURCHASER elects not to terminate this Agreement as set forth in this Section 3, SELLER shall provide to PURCHASER reasonable access to any appraisals, environmental reports (Phase I and Phase II, if any), surveys, abstracts and title policies and all other studies, reports, plans or other documents relating to the Property that SELLER may have in its possession or is subject to its control relating to the Property (collectively, the “SELLER Reports”) and SELLER shall, without additional consideration, consent to an assignment of the SELLER Reports to PURCHASER or PURCHASER’s lending institution. PURCHASER’s right to inspect and enter onto the Property during and after the Inspection Period is expressly conditioned upon PURCHASER’s covenant to protect SELLER from the Servicer (filing of any liens against the Property. In the event that any claims of lien are filed against the Property as a result of work performed or requested by PURCHASER, the PURCHASER shall either pay the sum claimed by the Trust pursuant to Section 5.01(a)(xiii), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer lienor or bond such claim of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies lien in the servicing data or manner permitted by law within five (5) business days after PURCHASER receives written notice of the existence of the lien. PURCHASER shall give the SELLER Forty-Eight (48) hour notice prior to any physical inspections upon the Property. PURCHASER and its consultants shall maintain requisite insurance coverage and provide evidence of insurance to the SELLER prior to any physical inspection of the Property and restore the Property to its original condition after any testing for Inspection purposes. Except as otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice thereforeprovided herein, such reimbursement all inspections shall be an expense conducted and completed during the Inspection Period. In the event PURCHASER elects not to terminate this Agreement as provided herein, PURCHASER may continue to have access to the Property after the expiration of the Indenture Trustee pursuant Inspection Period upon reasonable notice to Section 5.01(a)(xiii); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the TrustSELLER.

herein. The Servicer shall at its expense, deliver Any riser or risers to supply Tenant's electrical requirements (in addition to the Indenture Trusteecapacity stipulated in Section 4.05 herein), all documents upon written request of Tenant, will be installed by Landlord, at the sole cost and records relating expense of Tenant, if, in Landlord's sole judgment, the same are necessary and will not cause permanent damage or injury to the Mortgage Loans and an accounting Building or demised premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations, repairs or expenses or otherwise interfere with or disturb other tenants or occupants of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations Building. In addition to the assuming partyinstallation of such riser or risers, Landlord will also at the sole cost and expense of Tenant, install all other equipment proper and necessary in connection therewith subject to the aforesaid terms and conditions. The defaulting Servicer agrees parties acknowledge that they understand that it is anticipated that electric rates, charges, etc., may be changed by virtue of time-of-day rates or other methods of billing, electricity purchases and the redistribution thereof, and that the references in the foregoing paragraphs to cooperate with changes in methods of or rules on billing are intended to include any such changes. Anything hereinabove to the Indenture Trustee contrary notwithstanding, in no event is the submetering additional rent or any "alternative charge", to be less than an amount equal to the total of Landlord's payment to public utilities and/or other providers for the electricity consumed by Tenant (and any successor servicer in effecting the termination taxes thereon or on redistribution of the defaulting Servicer’s responsibilities same) plus ten percent (10%) for transmission line loss and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loansredistribution costs. The Servicer being terminated (unless such Servicer is Landlord reserves the Indenture Trustee, in which case right to terminate the initial Servicer) shall bear all costs furnishing of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within electricity upon thirty (30) days days' written notice to Tenant (provided that Landlord is not adversely discriminatory to Tenant with respect to exercising such right), in which event the Tenant may make application direction to the public utility and/or other providers for the Tenant's entire separate supply of electric current and Landlord shall permit its receipt wires and conduits, to the extent available and safely capable, to be used for such purpose, but only to the extent of an invoice thereforeTenant's then authorized load. Any meters, risers, or other equipment or connections necessary to furnish electricity on a submetering basis or to enable Tenant to obtain electric current directly from such reimbursement utility and/or other providers shall be an expense installed at Tenant's sole cost and expense. On rigid conduit or electrical metal tubing (EMT) will be allowed. The Landlord, upon the expiration of the Indenture Trustee pursuant aforesaid thirty (30) days' written notice to Section 5.01(a)(xiii); provided that Tenant may discontinue furnishing the terminated Servicer unless the terminated Servicer is the Indenture Trustee electric current but this Lease shall reimburse the Trust for any such expense incurred by the Trustotherwise remain in full force and effect.

herein. The Servicer shall at its expense, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s 's responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s 's functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii5.01(a)(I)(xiii), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii5.01(a)(I)(xiii); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trust.

herein. The Servicer shall at its expense, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii5.01(a)(I)(ix); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trust.

herein. The Servicer shall at its expense, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii5.01(a)(I)(ix), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii5.01(a)(I)(ix); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trust.

herein. The Servicer shall at its expense, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Class A Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii5.01(a)(I)(xi), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii5.01(a)(I)(xi); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trust.

herein. The Servicer shall at its expense, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. The defaulting Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the defaulting Servicer’s 's responsibilities and rights hereunder as Servicer including, without limitation, notifying each Subservicer of the assignment of the servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s 's functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Notes or thereafter received with respect to the Mortgage Loans. The Servicer being terminated (unless such Servicer is the Indenture Trustee, in which case the initial Servicer) shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Transaction Documents, if necessary. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.01(a)(xiii5.01(a)(M), if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be reasonably required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Indenture Trustee pursuant to Section 5.01(a)(xiii5.01(a)(M); provided that the terminated Servicer unless the terminated Servicer is the Indenture Trustee shall reimburse the Trust for any such expense incurred by the Trust.