or engage a third party underwriter to perform such
underwriting.
Seller agrees to cooperate with Buyer and any third party
underwriter in connection with such underwriting, including, but not limited to,
providing Buyer and any third party underwriter with access to any and all
documents, records, agreements, instruments or information relating to such
Purchased Assets in the possession, or under the control, of Seller.
Seller
further agrees that Seller shall reimburse Buyer for any and all reasonable
attorney's fees, costs and expenses incurred by Buyer in connection with
diligence on Eligible Assets and Purchased Assets.
ARTICLE 28.
SERVICING
(A)
NOTWITHSTANDING THE PURCHASE AND SALE OF THE PURCHASED ASSETS
HEREBY, SELLER, SERVICER OR A THIRD PARTY SERVICER REASONABLY APPROVED BY BUYER
SHALL SERVICE THE PURCHASED ASSETS THAT ARE ELIGIBLE LOANS (SUCH PURCHASED
ASSETS, "SERVICED ASSETS") FOR THE BENEFIT OF BUYER AND, IF BUYER SHALL EXERCISE
ITS RIGHTS TO PLEDGE OR HYPOTHECATE THE SERVICED ASSETS PRIOR TO THE REPURCHASE
DATE PURSUANT TO ARTICLE 8, FOR THE BENEFIT OF BUYER'S ASSIGNS.
SELLER SHALL
SERVICE OR CAUSE SERVICER TO SERVICE THE SERVICED ASSETS AT SELLER'S SOLE COST
AND FOR THE BENEFIT OF BUYER IN ACCORDANCE WITH ACCEPTED SERVICING PRACTICES
APPROVED BY BUYER IN THE EXERCISE OF ITS REASONABLE BUSINESS JUDGMENT AND
MAINTAINED BY OTHER PRUDENT MORTGAGE OR MEZZANINE LENDERS WITH RESPECT TO
MORTGAGE AND/OR MEZZANINE LOANS SIMILAR TO THE SERVICED ASSETS, PROVIDED,
HOWEVER, THAT THE OBLIGATIONS OF SELLER TO SERVICE ANY OF THE SERVICED ASSETS
SHALL CEASE, AT BUYER'S OPTION, UPON THE EARLIEST OF (I) AN EVENT OF DEFAULT, OR
(II) THE TRANSFER OF SERVICING APPROVED BY SELLER AND BUYER, WHICH SELLER'S
CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING,
NEITHER SELLER NOR SERVICER SHALL TAKE ANY MATERIAL ACTION OR EFFECT ANY
MODIFICATION OR AMENDMENT TO ANY PURCHASED ASSET WITHOUT FIRST HAVING GIVEN
PRIOR NOTICE
68
THEREOF TO BUYER IN EACH SUCH INSTANCE AND RECEIVING THE PRIOR WRITTEN CONSENT
OF BUYER, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED.
(B)
SELLER AGREES THAT BUYER IS THE OWNER OF ALL SERVICING RECORDS,
INCLUDING BUT NOT LIMITED TO ANY AND ALL SERVICING AGREEMENTS AND POOLING AND
SERVICING AGREEMENTS (INCLUDING, WITHOUT LIMITATION ANY "INTERIM SERVICING
AGREEMENT" WITH SERVICER) (COLLECTIVELY, THE "SERVICING AGREEMENTS"), FILES,
DOCUMENTS, RECORDS, DATA BASES, COMPUTER TAPES, COPIES OF COMPUTER TAPES, PROOF
OF INSURANCE COVERAGE, INSURANCE POLICIES, APPRAISALS, OTHER CLOSING
DOCUMENTATION, PAYMENT HISTORY RECORDS, AND ANY OTHER RECORDS RELATING TO OR
EVIDENCING THE SERVICING OF PURCHASED ASSETS (THE "SERVICING RECORDS") SO LONG
AS THE PURCHASED ASSETS ARE SUBJECT TO THIS AGREEMENT.
SELLER GRANTS BUYER A
SECURITY INTEREST IN ALL SERVICING FEES AND RIGHTS RELATING TO THE PURCHASED
ASSETS AND ALL SERVICING RECORDS TO SECURE THE OBLIGATION OF SELLER OR ITS
DESIGNEE TO SERVICE IN CONFORMITY WITH THIS ARTICLE AND ANY OTHER OBLIGATION OF
SELLER TO BUYER.
SELLER COVENANTS TO SAFEGUARD SUCH SERVICING RECORDS AND TO
DELIVER THEM PROMPTLY TO BUYER OR ITS DESIGNEE (INCLUDING THE CUSTODIAN) AT
BUYER'S REQUEST.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT,