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 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 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 eventof the Manager, if a the Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager shall(in its individual capacity) must, and shall must cause any the 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any the Servicer (or subservicer)any Subservicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, at the time, shall be are or should have been credited to the Collection Account or are thereafter received with respect to any Underlying Loans Assets or Acquired Property, and (iiy) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Loans Assets 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account and any other account into which Underlying Loan Asset 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 (in its individual capacity) will be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) 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 eventof the Manager, if a Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager (in its individual capacity) shall, and shall cause 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or subservicer)Subservicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement and the Reimbursement, Security and Guaranty Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, 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, and (iiy) 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account, any Defeasance Account, 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 (in its individual capacity) shall be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Initial Member and any successor Manager and successor Servicer (and subservicersSubservicers) to service the Underlying Loans and Acquired Property properly and effectively, and (IIIz) to retain and maintain the services of a Successor Servicer successor Manager and/or successor Xxxxxxxx (and any subservicersSubservicers), 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, the Purchase Money Notes Guarantor and the Collateral Agent 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 eventof the Manager, if a the Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager shall(in its individual capacity) must, and shall must cause any the 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any the Servicer (or subservicer)any Subservicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement and the Reimbursement, Security and Guaranty Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, at the time, shall be are or should have been credited to the Collection Account or are thereafter received with respect to any Underlying Loans Assets or Acquired Property, and (iiy) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Loans Assets 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account and any other account into which Underlying Loan Asset 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 (in its individual capacity) will be liable for all costs and expenses incurred by the Initial Member, Member or 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 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.Company

Cooperation To Facilitate Transfer. In the event any eventof the Manager, if a the Servicer or subservicer a Sub-Servicer is terminated pursuant to the provisions of this Article 5XII, the Manager (in its individual capacity) shall, and shall cause any the Servicer (and any subservicerSub-Servicer) 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any the Servicer (or subservicer)any Sub- Servicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, at the time, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Underlying Loans Assets or Acquired Property, and (iiy) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Loans Assets 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account, and any other account into which Underlying Loan Asset 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) shall be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) associated with the complete transfer of the servicing Servicing data, (IIy) associated with the completion, correction or manipulation of servicing Servicing data as may be required to correct errors or insufficiencies in the servicing Servicing data to enable the Collateral Agent Initial Member and any successor Manager and successor Servicer (and subservicersSub-Servicers) to service the Underlying Loans Assets 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.and

Cooperation To Facilitate Transfer. In any event, if a Servicer or subservicer Subservicer is terminated pursuant to the provisions of this Article 5X, Manager the Company shall, and shall cause any Servicer (and any subservicerSubservicer) to, provide the Initial Member and the Purchase Money Notes Guarantor Participant 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 Participant or any Successor successor Servicer to enable it and any Successor successor Servicer to assume the responsibilities as servicerservicer under this Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor Participant in effecting the termination of any Servicer (or subservicer)Subservicer) or the Company’s rights as servicer under this Agreement, including (ix) the transfer within one (1) Business Day of all cash amounts thatwhich, 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 PropertyCollateral, and (iiy) 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 Participant may specify, and (iiiz) the assignment to Collateral Agent Participant of the right to access all such lockbox accounts, the Debtor Accounts Collection Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Underlying Loan Proceeds or Underlying Borrower escrow or other payments are deposited or held; provided, however, that . Following the documents, records and data delivered by the Servicer (and taking of any subservicer) to the Initial Member and the Purchase Money Notes Guarantor and any successor Servicer action pursuant to this Section 5.1(c) Article X, the Company shall continue to be limited entitled to those documents in be reimbursed for Company Advances but only to the extent that it was entitled to reimbursement of Company Advances prior to 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 Agentaction. The Manager 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, the Purchase Money Notes Guarantor and the Collateral Agent Participant (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Participant and any successor Servicer (and subservicersSubservicers) to service the Underlying Loans and Acquired Property Collateral properly and effectively, and (IIIz) to retain and maintain the services of a Successor successor Servicer (and any subservicersSubservicers). Within a reasonable time after receipt of a written request of the Manager Company for the same, the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent 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 eventof the Manager, if a Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager (in its individual capacity) shall, and shall cause 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or subservicer)Subservicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement and the Reimbursement, Security and Guaranty Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, 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, and (iiy) 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account, any Defeasance Account, 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 (in its individual capacity) shall be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Initial Member and any successor Manager and successor Servicer (and subservicersSubservicers) to service the Underlying Loans and Acquired Property properly and effectively, and (IIIz) to retain and maintain the services of a Successor successor Manager and/or successor Servicer (and any subservicersSubservicers), 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, the Purchase Money Notes Guarantor and the Collateral Agent 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 eventof the Manager, if a Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager (in its individual capacity) shall, and shall cause 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or subservicer)Subservicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement and the Reimbursement, Security and Guaranty Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, 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, and (iiy) 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account, any Defeasance Account, 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 (in its individual capacity) shall be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Initial Member and any successor Manager and successor Servicer (and subservicersSubservicers) 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.and

Cooperation To Facilitate Transfer. In any event, if a Servicer or subservicer Subservicer is terminated pursuant to the provisions of this Article 5, Manager shall, and shall cause any Servicer (and any subservicerSubservicer) 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 subservicerSubservicer), 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 subservicerSubservicer) 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 subservicersSubservicers) 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 subservicersSubservicers). 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 eventof the Manager, if a the Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager shall(in its individual capacity) must, and shall must cause any the 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any the Servicer (or subservicer)any Subservicer) or the Manager’s rights as “Manager” under this Agreement, including including, in each case subject to applicable requirements in the Custodial and Paying Agency Agreement, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, at the time, shall be are or should have been credited to the Collection Account or are thereafter received with respect to any Underlying Loans Assets or Acquired Property, and (iiy) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Loans Assets 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 may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account and any other account into which Underlying Loan Asset 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 (in its individual capacity) will be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) associated with the complete transfer of the servicing Servicing data, (IIy) associated with the completion, correction or manipulation of servicing Servicing data as may be required to correct errors or insufficiencies in the servicing Servicing data to enable the Collateral Agent Initial Member and any successor Manager and successor Servicer (and subservicersSubservicers) to service the Underlying Loans Assets 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.and

Cooperation To Facilitate Transfer. In any event, if a Servicer or subservicer Subservicer is terminated pursuant to the provisions of this Article 5X, Manager the Company shall, and shall cause any Servicer (and any subservicerSubservicer) to, provide the Initial Member and the Purchase Money Notes Guarantor Participant 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 Participant or any Successor successor Servicer to enable it and any Successor successor Servicer to assume the responsibilities as servicerservicer under this Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor Participant in effecting the termination of any Servicer (or subservicer)Subservicer) or the Company’s rights as servicer under this Agreement, including (ix) the transfer within one (1) Business Day of all cash amounts thatwhich, 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 PropertyCollateral, and (iiy) 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 Participant may specify, and (iiiz) the assignment to Collateral Agent Participant of the right to access all such lockbox accounts, the Debtor Accounts Collection Account, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Underlying Loan Proceeds or Underlying Borrower escrow or other payments are deposited or held; provided, however, that . Following the documents, records and data delivered by the Servicer (and taking of any subservicer) to the Initial Member and the Purchase Money Notes Guarantor and any successor Servicer action pursuant to this Section 5.1(c) Article X, the Company shall continue to be limited entitled to those documents in be reimbursed for Servicing Expenses but only to the extent that it was entitled to reimbursement of Servicing Expenses prior to 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 Agentaction. The Manager 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, the Purchase Money Notes Guarantor and the Collateral Agent Participant (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Participant and any successor Servicer (and subservicersSubservicers) to service the Underlying Loans and Acquired Property Collateral properly and effectively, and (IIIz) to retain and maintain the services of a Successor successor Servicer (and any subservicersSubservicers). Within a reasonable time after receipt of a written request of the Manager Company for the same, the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent 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 Subservicer is terminated pursuant to the provisions of this Article 5X, Manager the Company shall, and shall cause any Servicer (and any subservicerSubservicer) to, provide the Initial Member and the Purchase Money Notes Guarantor Participant 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 Participant or any Successor successor Servicer to enable it and any Successor successor Servicer to assume the responsibilities as servicerservicer under this Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor Participant in effecting the termination of any Servicer (or subservicer)Subservicer) or the Company’s rights as servicer under this Agreement, including (ix) the transfer within one (1) Business Day of all cash amounts thatwhich, 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 PropertyCollateral, and (iiy) 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 Participant may specify, and (iiiz) the assignment to Collateral Agent Participant of the right to access all such lockbox accounts, the Debtor Accounts Collection Account, the LIP Account, any Liquidity Reserve Account, any Litigation Reserve Account and any other account into which Underlying Loan Proceeds or Underlying Borrower escrow or other payments are deposited or held; provided, however, that . Following the documents, records and data delivered by the Servicer (and taking of any subservicer) to the Initial Member and the Purchase Money Notes Guarantor and any successor Servicer action pursuant to this Section 5.1(c) , the Company shall continue to be limited entitled to those documents in be reimbursed for Servicing Expenses but only to the extent that it was entitled to reimbursement of Servicing Expenses prior to 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 Agentaction. The Manager 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, the Purchase Money Notes Guarantor and the Collateral Agent Participant (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Participant and any successor Servicer (and subservicersSubservicers) to service the Underlying Loans and Acquired Property Collateral properly and effectively, and (IIIz) to retain and maintain the services of a Successor successor Servicer (and any subservicersSubservicers). Within a reasonable time after receipt of a written request of the Manager Company for the same, the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent 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 Subservicer is terminated pursuant to the provisions of this Article 5V, Manager shall, and shall cause any Servicer (and any subservicerSubservicer) to, provide the Initial Member and the Purchase Money Notes Note Guarantor and any successor Servicer in a timely manner with all documents, records and data (including electronic documents, records and data) requested by the Initial Member, the Purchase Money Notes Note Guarantor or any Successor Servicer to enable it and any Successor Servicer to assume the responsibilities as servicer, and to cooperate with the Initial Member and the Purchase Money Notes Note Guarantor in effecting the termination of any Servicer (or subservicerSubservicer), 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 Mortgage Loans or Acquired Property, (ii) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Mortgage Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member or the Purchase Money Notes Note Guarantor might specify, and (iii) the assignment to Collateral Agent of the right to access all such lockbox accounts, the Debtor Accounts and any other account into which Underlying Mortgage 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 subservicerSubservicer) to the Initial Member and the Purchase Money Notes Note Guarantor and any successor Servicer pursuant to this Section 5.1(c) shall be limited to those documents in such Servicer’s possession at the time of such transfer or which the Servicer acquires thereafter and shall not include or be deemed to include any documents, records or data in the possession of the Custodian/Paying Agent. The Manager shall be liable for all costs and expenses incurred by the Initial Member, the Purchase Money Notes Note Guarantor and the Collateral Agent (I) associated with the complete transfer of the servicing data, (II) associated with the completion, correction or manipulation of servicing data as may be required to correct errors or insufficiencies in the servicing data to enable the Collateral Agent and any successor Servicer (and subservicersany Subservicer) to service the Underlying Mortgage Loans and Acquired Property properly and effectively, and (III) to retain and maintain the services of a Successor Servicer (and any subservicersSubservicer). Within a reasonable time after receipt of a written request of the Manager for the same, the Initial Member, the Purchase Money Notes Note Guarantor and the Collateral Agent shall provide reasonable documentation evidencing such costs and expenses.

Cooperation To Facilitate Transfer. In any event, if a Servicer or subservicer Subservicer is terminated pursuant to the provisions of this Article 5V, the Manager shall, and shall cause any Servicer (and any subservicerSubservicer) to, provide the Initial Member and Member, the Purchase Money Notes Guarantor 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 the Initial Member, the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent or the Advance Lender 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 Member, the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and the Advance Lender in effecting the termination of any Servicer (or subservicerSubservicer), 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 PropertyAsset, (ii) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Loans Assets are directed or the redirection of all such payments and other amounts to such account as the Initial Member or Member, the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent or the Advance Lender might specify, 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 Asset 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 subservicerSubservicer) to the Initial Member and Member, the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and the Advance Lender and any successor 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 Guarantor, the NGPMN Agent, the Advance Lender 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 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 eventof the Manager, if a Servicer or subservicer a Subservicer is terminated pursuant to the provisions of this Article 5XII, the Manager (in its individual capacity) shall, and shall cause 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, the Purchase Money Notes Guarantor Member or any Successor successor Manager or Servicer to enable it and any Successor Servicer such Person to assume the responsibilities as servicerManager under this Agreement and any applicable Servicing Agreement, and to cooperate with the Initial Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or subservicer)Subservicer) or the Manager’s rights as “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, (ix) the transfer within one (1) Business Day to such account as the Initial Member may specify of all cash amounts thatwhich, at the time, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Underlying Mortgage Loans or Acquired Property, and (iiy) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Underlying Mortgage Loans are directed or the redirection of all such payments and other amounts to such account as the Initial Member or the Purchase Money Notes Guarantor might may specify, and (iiiz) the assignment to Collateral Agent 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 Debtor Accounts Collection Account and any other account into which Underlying Mortgage 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) shall be liable for all costs and expenses incurred by the Initial Member, Member or the Purchase Money Notes Guarantor and the Collateral Agent Company (Ix) associated with the complete transfer of the servicing data, (IIy) 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 Initial Member and any successor Manager and successor Servicer (and subservicersSubservicers) to service the Underlying Mortgage Loans and Acquired Property properly and effectively, and (IIIz) to retain and maintain the services of a Successor successor Manager and/or successor Servicer (and any subservicersSubservicers), 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, the Purchase Money Notes Guarantor and the Collateral Agent 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.