Common use of Servicer to Cooperate Clause in Contracts

Servicer to Cooperate. The Servicer acknowledges that the Owner may convey Mortgage Loans in connection with one or more Securitization Transactions. With respect to each Securitization Transaction entered into by the Owner or any Affiliate of the Owner, the Servicer agrees: (a) to cooperate fully with the Owner, the Master Servicer, the Trustee, any prospective purchaser, any Rating Agency or any party to any agreement executed in connection with such Securitization Transaction with respect to all reasonable requests and due diligence procedures, and to use its best efforts to facilitate such Securitization Transaction; (b) to execute as servicer or subservicer as the case may be, all applicable agreements executed in connection with such Securitization Transaction that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto, including officer’s certificates) (“Reconstitution Agreements”) as the Owner shall reasonably request, which Reconstitution Agreements shall contain provisions substantially similar to those set forth herein and shall inure to the benefit of the parties to such Securitization Transaction, including without limitation, the Master Servicer, the Trustee and any other third parties. All terms and conditions of any Reconstitution Agreement shall be reasonably acceptable to the Servicer and shall not expand or increase the Servicer’s duties, liabilities, or obligations hereunder in any material respect; provided, however, that the Servicer hereby agrees to track Mortgage Loan proceeds and to make all such remittances, and provide all such reports, to each of the Owner, the Master Servicer, the Trustee as the Owner may reasonably prescribe in such Reconstitution Agreements. (c) to restate on the closing date for a Securitization the representations and warranties contained in Article VII of this Agreement; (d) if requested by the Owner, to deliver to the Owner and to any Person designated by the Owner, at the expense of the Owner, such statements and audit letters of reputable, certified public accountants pertaining to the written information provided by the Servicer pursuant to this Agreement as shall be requested by the Owner or its Affiliate; (e) if requested by the Owner, to deliver to the Owner or any Person designated by the Owner at the expense of the Owner, such Opinions of Counsel as are customarily delivered by originators and/or servicers in connection with Securitization Transactions; and (f) if requested by the Owner, to provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the “tax matters person” for any REMIC in a Securitization, including any Master Servicer or Trustee acting in such capacity, to perform its obligations in accordance with applicable law and customary secondary mortgage market standards for Securitization Transactions.

Servicer to Cooperate. The Servicer acknowledges that the Owner may convey Mortgage Loans in connection with to one or more Securitization Transactionssecuritized trust structures (each, a “Securitization”). With respect to each Securitization Transaction entered into by the Owner or any Affiliate of the Owner, the Servicer agrees: (a) to cooperate fully with the Owner, the Master Servicer, the Trustee, any prospective purchaser, any Rating Agency or any party to any agreement executed in connection with such Securitization Transaction with respect to all reasonable requests and due diligence procedures, and to use its best efforts to facilitate such Securitization TransactionSecuritization; (b) to execute as servicer or subservicer sub-servicer as the case may be, all applicable agreements executed in connection with such Securitization Transaction that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto, including officer’s certificates) (“Reconstitution Securitization Agreements”) as the Owner shall reasonably request, which Reconstitution Securitization Agreements shall contain provisions substantially similar to those set forth herein and shall inure to the benefit of the parties to such Securitization TransactionSecuritization, including without limitation, the Master Servicer, the Trustee and any other third parties. All terms and conditions of any Reconstitution Securitization Agreement shall be reasonably acceptable to the Servicer and shall not expand or increase the Servicer’s duties, liabilities, or obligations hereunder in any material respect; provided, however, that the Servicer hereby agrees to track Mortgage Loan proceeds and to make all such remittances, and provide all such reports, to each of the Owner, the Master Servicer, the Trustee as the Owner may reasonably prescribe in such Reconstitution Securitization Agreements. (c) to restate on the closing date for a Securitization the representations and warranties contained in Article VII Section 5.1 of this Agreement; (d) if requested by the Owner, to deliver to the Owner and to any Person designated by the Owner, at the expense of the Owner, such statements and audit letters of reputable, certified public accountants pertaining to the written information provided by the Servicer pursuant referred to this Agreement in clause (d) above as shall be requested by the Owner or its Affiliate; (e) if requested by the Owner, to deliver to the Owner or any Person designated by the Owner at the expense of the Owner, such Opinions of Counsel as are customarily delivered by originators and/or servicers in connection with Securitization TransactionsSecuritizations; and (f) if requested by the Owner, to provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the “tax matters person” for any REMIC in a Securitization, including any Master Servicer or Trustee acting in such capacity, to perform its obligations in accordance with applicable law and customary secondary mortgage market standards for Securitization TransactionsSecuritizations.

Servicer to Cooperate. The Servicer acknowledges that agrees to cooperate with any successor Servicer, in effecting the Owner may convey Mortgage Loans in connection with one or more Securitization Transactions. With respect to each Securitization Transaction entered into by the Owner or any Affiliate termination and transfer of the Owner, responsibilities and rights of the Servicer agrees: (a) to cooperate fully with the Owner, the Master Servicer, the Trustee, any prospective purchaser, any Rating Agency or any party to any agreement executed in connection with such Securitization Transaction with respect to all reasonable requests and due diligence procedures, and to use its best efforts to facilitate such Securitization Transaction; (b) to execute as servicer or subservicer as the case may be, all applicable agreements executed in connection with such Securitization Transaction that govern hereunder, and the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental theretotransfer thereof, including officer’s certificates) (“Reconstitution Agreements”) as the Owner shall reasonably request, which Reconstitution Agreements shall contain provisions substantially similar to those set forth herein and shall inure to the benefit of the parties to such Securitization Transactionsuccessor Servicer, including including, without limitation, providing the Master ServicerAgent with reasonable access to its container management system for purposes of monitoring the Containers and the Leases, the Trustee preparation, execution and any other third parties. All terms and conditions delivery of any Reconstitution Agreement and all documents and other instruments, the execution and delivery of assignments of Financing Statements, and the transfer to the successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer or thereafter received with respect to the Leases including, without limitation, any such funds received in the Lockbox or the Lockbox Account that relate to the Containers or the Leases related to such Containers. The Servicer hereby agrees to transfer to any successor Servicer (or, in the case of the Stamping Leases, to a third party collateral agent reasonably acceptable to the Agent and each other secured party having an interest therein) copies of its electronic records and all other records, correspondence and documents relating to the Leases and Containers in the manner and at such times as the successor Servicer shall reasonably request and shall not expand do any and all other acts or increase things necessary or appropriate to effect the purposes of termination. The Servicer hereby designates the successor Servicer its agent and attorney-in-fact to execute transfers of Financing Statements and any other filings or instruments which may be necessary or advisable to effect such transfer of the Servicer’s duties's responsibilities and rights hereunder; provided that all reasonable expenses relating to such actions shall be paid by the Servicer. If the Servicer is unable or unwilling to provide the Agent with reasonable access to the container management system, liabilitiesthe Agent shall, or obligations hereunder at the request of the Majority Lenders, purchase, for the account of the Agent, licenses for the software currently used by the Servicer in any material respectthe operation of its container management system; provided, however, that the Servicer hereby agrees Agent shall only be required to purchase such licenses if the use of such licenses will enable the Agent to track Mortgage Loan proceeds and the Collateral in a more efficient manner than sources otherwise available to make all the Agent. Each Lender shall contribute ratably (based on their Commitments) to the cost of such remittanceslicense, and provide all neither the Agent nor any Lender shall have any right of reimbursement of such reports, to each amount from any of the OwnerBorrower, the Master Servicer, the Trustee as the Owner may reasonably prescribe in such Reconstitution Agreements. (c) to restate on the closing date for a Securitization the representations and warranties contained in Article VII of this Agreement; (d) if requested by the Owner, to deliver to the Owner and to any Person designated by the Owner, at the expense of the Owner, such statements and audit letters of reputable, certified public accountants pertaining to the written information provided by the Servicer pursuant to this Agreement as shall be requested by the Owner or its Affiliate; (e) if requested by the Owner, to deliver to the Owner or any Person designated by the Owner at the expense of the Owner, such Opinions of Counsel as are customarily delivered by originators and/or servicers in connection with Securitization Transactions; and (f) if requested by the Owner, to provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the “tax matters person” for any REMIC in a Securitization, including any Master Servicer or Trustee acting in such capacity, to perform its obligations in accordance with applicable law and customary secondary mortgage market standards for Securitization Transactionsthe Parent Guarantor.