Transition and Expenses Sample Clauses

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses (including the fees and expenses of counsel) of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

Transition and Expenses. The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement. The predecessor Asset Representations Reviewer will pay the reasonable expenses of the successor Asset Representations Reviewer in transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor Asset Representations Reviewer.

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer, the Servicer and the Administrator and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer, the Servicer, the Administrator or the successor Asset Representations Reviewer. To the extent expenses incurred by the Asset Representations Reviewer in connection with the replacement of the Asset Representations Reviewer are not paid by the Asset Representations Reviewer that is being replaced, the Issuer will pay such expenses in accordance with the priority of payments set forth in Section 5.06(b) or (c) of the Sale and Servicing Agreement, as applicable.

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, it will cooperate with the Issuer and the Servicer and take all actions reasonably requested to assist the Issuer in making an orderly transition of its rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning its obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer and the Servicer or the successor Asset Representations Reviewer.

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuing Entity, the Grantor Trust, the Administrator, the Sponsor and the Servicer and take all actions reasonably requested to assist the Issuing Entity, the Grantor Trust, the Administrator and the Sponsor in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The outgoing Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuing Entity, the Grantor Trust, the Administrator, the Sponsor and the Servicer or the successor Asset Representations Reviewer.

Transition and Expenses. The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement. The predecessor Asset Representations Reviewer will pay the reasonable expenses of the successor Asset Representations Reviewer in transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor Asset Representations Reviewer. To the extent expenses incurred by the Asset Representations Reviewer in connection with the replacement of the Asset Representations Reviewer are not paid by the Asset Representations Reviewer that is being replaced, the Issuer will pay such expenses in accordance with the priority of payments set forth in Section 5.7(a) of the Sale and Servicing Agreement, Section 5.6(a) of the Indenture or Section 5.6(b) of the Indenture, as applicable.

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Sponsor and take all actions reasonably requested to assist the Sponsor in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor asset representations reviewer, including, but not limited to, (i) transferring all Review Materials to the successor asset representations reviewer, (ii) returning or destroying all Confidential Information in its possession and (iii) making appropriate personnel available to respond to questions or requests from the Sponsor or the Servicer, for a period of one (1) year after the effective date of its resignation or removal. The resigning or terminated Asset Representations Reviewer shall bear its own costs and expenses in (x) ceasing to be an Asset Representations Reviewer hereunder and (y) assisting the Sponsor in making an orderly transition of the Asset Representations Reviewer’s obligations under this Agreement as described above. In no event will the Asset Representations Reviewer be responsible for the costs and expenses of the successor asset representations reviewer.

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will use commercially reasonable efforts to cooperate with the RPA Seller, the Servicer, the Transferor and the Indenture Trustee and take all actions reasonably requested to assist the RPA Seller, the Servicer, the Transferor and the Indenture Trustee in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer, including, but not limited to, (i) transferring all Review Materials to the successor asset representations reviewer, (ii) returning or destroying all Confidential Information in its possession and (iii) making appropriate personnel available to respond to questions or requests from the Transferor or the Servicer, for a period of one year after the effective date of its resignation or removal. The Asset Representations Reviewer will bear its own costs and expenses in (x) ceasing to the Asset Representations Reviewer hereunder and (y) transitioning the Asset Representations Reviewer’s obligations under this Agreement. For the avoidance of doubt, the Asset Representations Reviewer will bear the costs and expenses relating to the procedures described in clauses (i), (ii) and (iii) of this subsection 5.03(c). In no event shall the Asset Representations Reviewer be responsible for the costs or expenses of any third party in connection with the transition to a successor asset representations reviewer, including the successor asset representations reviewer, the RPA Seller, the Transferor, the Servicer, the Issuer or the Indenture Trustee.

Transition and Expenses. If Vendor resigns or is removed, Vendor will cooperate with Bank, Seller, Servicer, Transferor and Indenture Trustee and take all actions reasonably requested to assist Bank, Servicer, Transferor and Indenture Trustee in making an orderly transition of Vendor’s rights and obligations under this Agreement to the successor Vendor. Vendor will pay the reasonable expenses of transitioning Vendor’s obligations under this Agreement and preparing the successor Vendor to take on the obligations on receipt of an invoice with reasonable detail of the expenses from Bank, Transferor or the successor Vendor; provided that Vendor will not be responsible for paying the transition expenses as described in this Section 8.3(c) if Vendor is removed by Issuer without cause or if Vendor is removed in accordance with clause (iv) of the first sentence of Section 8.2(a). Bank will pay any reasonable expenses of transitioning Vendor’s obligations under this Agreement and preparing a successor Asset Representations Reviewer to take on the obligations of Vendor to the extent not paid by Vendor.

Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Servicer and take all actions reasonably requested to assist the Servicer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. In no event will the Asset Representations Reviewer be responsible for any costs or expenses of any third party in connection with transitioning the Asset Representations Reviewer’s obligations under this Agreement; provided, that the resigning or terminated Asset Representations Reviewer shall bear its own costs and expenses in connection with ceasing to be an Asset Representations Reviewer hereunder.