EMPLOYEES, AGENTS OR DIRECTORS TO
LIABILITY AND THE SERVICER SHALL NOT BE REQUIRED TO TAKE ANY ACTION UNLESS AND
UNTIL IT IS INDEMNIFIED TO ITS SATISFACTION BY THE PARTICIPANTS FOR ANY LOSS,
COST OR LIABILITY RESULTING FROM ANY REQUIRED ACTION.
(ii)
The Servicer may at any time request directions from the Required
Participants as to any course of action or other matter relating hereto or
relating to any of the Loan Documents.
Except as otherwise provided in this
Agreement, directions of the Required Participants shall be binding on all
Participants hereunder.
(iii) Nothing set forth in this Section 10.13 shall modify the rights of the
Servicer set forth in Section 3.1.
RIGHTS OF SPONSOR UPON PAYMENT; COOPERATION BY SERVICER. UPON RECEIPT BY THE
SERVICER OF PAYMENT IN FULL OF THE LOAN INDEBTEDNESS OF A DEFAULTED LOAN BY
SPONSOR, SPONSOR SHALL BE SUBROGATED TO THE RIGHTS OF THE SERVICER WITH RESPECT
TO THE LOAN AND THE SERVICER SHALL BE DEEMED TO HAVE ASSIGNED TO SPONSOR, AND
SPONSOR SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AUTOMATICALLY,
IMMEDIATELY AND WITHOUT FURTHER ACTION BY ANY PERSON, BE ENTITLED TO, ALL RIGHTS
AND REMEDIES THAT THE SERVICER MAY HAVE HAD AGAINST THE DEFAULTED BORROWER AND
ANY OTHER PERSONS PRIMARILY OR SECONDARILY LIABLE ON SUCH DEFAULTED LOAN,
INCLUDING WITHOUT LIMITATION THE RIGHT TO RESORT TO ANY AND ALL COLLATERAL WHICH
SECURES THE DEFAULTED LOAN, AND THE SPONSOR SHALL, AUTOMATICALLY, IMMEDIATELY
AND WITHOUT FURTHER ACTION, BE DEEMED TO HAVE ASSUMED ALL OBLIGATIONS OF THE
SERVICER UNDER THE LOAN COMMITMENT AND THE OPERATIVE DOCUMENTS WITH RESPECT TO
SUCH DEFAULTED LOAN, AND THE SERVICER SHALL BE RELEASED FROM ANY FURTHER
OBLIGATIONS WITH RESPECT THERETO.
THE SERVICER AGREES THAT, UPON RECEIPT OF
PAYMENT IN FULL OF THE LOAN INDEBTEDNESS, THE SERVICER SHALL:
EXECUTE ON A TIMELY BASIS, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY OF ANY
KIND (EXCEPT AS TO ITS OWN TITLE), ALL SUCH INSTRUMENTS AND DOCUMENTS AS ARE
REASONABLY REQUESTED IN ORDER TO EVIDENCE SPONSOR'S RIGHTS HEREUNDER OR PERMIT
SPONSOR TO EXERCISE SUCH RIGHTS;
PERMIT SPONSOR AT REASONABLE TIMES AND AS OFTEN AS MAY BE REASONABLY REQUESTED
TO DISCUSS WITH APPROPRIATE SERVICER EMPLOYEES AND OFFICERS THE SERVICER'S
EXPERIENCE, RELATIONSHIPS, BOOKS, ACCOUNTS AND FILES AND TO REVIEW THE
SERVICER'S LOAN FILES RELATING TO THE PURCHASED DEFAULTED LOAN (AND SPONSOR
HEREBY AGREES TO KEEP ALL SUCH INFORMATION CONFIDENTIAL); AND
OTHERWISE REASONABLY COOPERATE WITH SPONSOR IN THE EXERCISE OF SPONSOR'S RIGHTS.
Sponsor shall reimburse the Servicer for its expenses reasonably and actually
incurred in complying with this Section.
INDEMNIFICATION
INDEMNIFICATION.
IN ADDITION TO THE OTHER RIGHTS OF THE SERVICER AND THE PARTICIPANTS HEREUNDER,
SPONSOR HEREBY AGREES TO PROTECT, INDEMNIFY AND SAVE HARMLESS THE SERVICER, EACH
PARTICIPANT, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND
REPRESENTATIVES THEREOF (EACH AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND
ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES AND COSTS
ACTUALLY INCURRED), EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER,
WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL, WITH