Transition of Servicing. The Debtor and UDC will coordinate an orderly and prompt transition of servicing of the Owned Loans, the Greenwich Collateral and the Securitized Pools, as applicable, from the Debtor to the Servicer during the pendency of the Bankruptcy Case to enable UDC (or an Authorized Assignee) to begin such servicing activities on the 5 Effective Date pursuant to the UDC Servicing Agreements. UDC (and where applicable, the Debtor) will negotiate, enter into and, to the extent required, agree to seek Court approval of the UDC Servicing Agreements.
Transition of Servicing. Upon the Backup Servicer receiving notice from the Indenture Trustee that it is required to serve as Servicer, the Backup Servicer will promptly begin the transition to Servicer under the Servicing Agreement. The Backup Servicer shall be entitled to receive from Alliance, as the predecessor Servicer, the Conversion Fee, together with reimbursement for all expenses that the Backup Servicer incurs in connection with such transition, including any out-of-pocket reimbursement expenses as provided in Section 11(a) below, which shall be payable fifteen (15) days after billing. Alliance agrees to cooperate and use its best efforts in effecting the transition of the responsibilities and rights of servicing of the Loans and Receivables, including, without limitation, the transfer to the Backup Servicer as successor Servicer for the administration by it of all cash amounts that shall at the time be held by Alliance for deposit, or have been deposited by Alliance, or thereafter received with respect to the Loans and Receivables and the delivery to the Backup Servicer as successor Servicer in an orderly and timely fashion of all files and records with respect to the Loans and Receivables and a computer tape in readable form (consistent with the Loan Tape, Receivables Tape and Exhibits A-1 and A-2) containing all information necessary to enable the Backup Servicer as successor Servicer to service the Loans and Receivables. In addition, Alliance agrees to cooperate and use its best efforts in providing the Backup Servicer with reasonable access to any and all of the books, records (in electronic or other form) or other information reasonably requested by it to enable the Backup Servicer to assume the servicing functions under the Servicing Agreement and to maintain a list of key servicing personnel and contact information. The parties hereto acknowledge that the Control Party has no obligation to designate or appoint the Backup Servicer as Servicer and that such designation (and the appointment relating thereto) is in the sole and absolute discretion of the Control Party.
Transition of Servicing
