Common use of Transition and Expenses Clause in Contracts

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.