and void and shall
be deemed not to have been made by Seller.
Except for the representations and
warranties expressly set forth in this Agreement, neither Seller nor any other
Person makes any other express or implied representation or warranty on behalf
of any of such Persons with respect to any of such Persons or the transactions
contemplated by this Agreement.
Section 4.4.
Survival of Representations and Warranties. (a)
Each of
the representations and warranties specified in Section 4.1 shall survive the
Closing for a period of twelve (12) months.
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(B)
EACH OF THE REPRESENTATIONS AND WARRANTIES SPECIFIED IN
SECTION 4.2 SHALL SURVIVE THE CLOSING FOR A PERIOD OF SIXTY (60) DAYS FROM AND
INCLUDING THE CLOSING DATE.
ARTICLE V
COVENANTS OF SELLER AND PURCHASER
Section 5.1.
Permits, Authorizations, etc. Seller and Purchaser shall
each use reasonable best efforts to obtain any and all material permits,
authorizations, consents, waivers, clearances or approvals required by each of
them for the lawful consummation of the transactions contemplated by this
Agreement.
If at any time from and after the Closing any further actions are
necessary or desirable to carry out the purposes of this Agreement, each of the
parties will take such further actions (including the execution and delivery of
such further instruments and documents) as any other party may reasonably
request, without further consideration therefor.
Section 5.2.
Litigation Cooperation. Seller and Purchaser shall
cooperate with each other so as to, as soon as practicable after the Closing
Date, substitute Purchaser as the party plaintiff in any litigation commenced by
Seller with respect to any Loan.
If either party receives notice of any Claim,
threatened Claim or litigation filed by a Mortgagor or Borrower which arises
from or relates to the Loans, such party shall promptly notify the other party.
Section 5.3.
Document Handling. From and after the Closing:
(A)
PURCHASER SHALL ABIDE BY ALL APPLICABLE LAW REGARDING THE
HANDLING AND MAINTENANCE OF DOCUMENTS AND RECORDS RELATING TO THE LOANS,
INCLUDING, BUT NOT LIMITED TO, REGULATIONS SPECIFYING THE LENGTH OF TIME SUCH
DOCUMENTS AND RECORDS ARE TO BE RETAINED.
(B)
SELLER MAY ACCESS THE EMPLOYEES OF PURCHASER AND USE, INSPECT
AND MAKE EXTRACTS FROM OR COPIES OF ANY FILES, DOCUMENTS AND/OR RECORDS THAT ARE
IN PURCHASER'S ACTUAL OR CONSTRUCTIVE POSSESSION, IN EACH CASE IN RESPECT OF ANY
OF THE LOANS AND UPON REASONABLE NOTICE BY SELLER TO PURCHASER. SELLER MAY
RETAIN COPIES OF ANY LOAN FILES CONVEYED TO PURCHASER PURSUANT TO SECTION
6.2(B).
(C)
SELLER MAY TAKE POSSESSION, CUSTODY AND USE OF ORIGINAL
DOCUMENTS IN PURCHASER'S ACTUAL OR CONSTRUCTIVE POSSESSION AND PERTAINING TO ANY
OF THE LOANS, FOR ANY LAWFUL PURPOSE AND UPON REASONABLE TERMS AND CONDITIONS.
(D)
PURCHASER AGREES TO PROVIDE SELLER WITHIN TWO (2) BUSINESS
DAYS OF RECEIPT THEREOF, ANY NOTICES OR OTHER RECORDS RECEIVED BY PURCHASER (OR
ANY AFFILIATE OF PURCHASER) AFTER THE CUT-OFF DATE RELATING TO THE OPERATION OF
THE LOANS PRIOR TO THE CUT-OFF DATE.
(E)
BEFORE DESTROYING OR DISPOSING OF ANY DOCUMENTS OR FILES
PERTAINING