or all of the Purchased Assets.
73
Buyer may underwrite such Purchased Assets itself 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 attorneys' fees, costs and expenses incurred by Buyer in connection
with diligence on Eligible Assets and Purchased Assets.
With respect to
Purchased Assets that Buyer determines to be "performing" Purchased Assets, in
its sole and absolute discretion, Seller shall have no
liability for costs and
expenses related to the ongoing surveillance of such performing Purchased
Assets.
Notwithstanding the foregoing any due diligence costs paid to third
parties, including, without limitation, FIRREA appraisals, environmental reports
or other third party underwriting reports, or any travel expenses, shall be paid
by Seller to Buyer within 10 days after receipt of an invoice therefor.
ARTICLE 28.
SERVICING
(A)
NOTWITHSTANDING THE PURCHASE AND SALE OF THE PURCHASED ASSETS
HEREBY, SELLER SHALL CAUSE THE PURCHASED ASSETS THAT ARE ELIGIBLE LOANS, OTHER
THAN THE TITAN LOAN, TO BE SERVICED BY SERVICER (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.
NOTWITHSTANDING THE
FOREGOING, THE TITAN LOAN SHALL BE SERVICED BY THE SERVICER SET FORTH IN THE
ACCOMMODATION LOAN SERVICING AGREEMENT.
TO THE EXTENT THAT SELLER HAS ANY RIGHT
TO DO SO, 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 AND SUBJECT TO THE TERMS OF THE PURCHASED
ASSETS, UPON THE EARLIEST OF (I) AN EVENT OF DEFAULT, OR (II) THE DELIVERY BY
BUYER TO SELLER OF AT LEAST FIVE (5) DAYS PRIOR WRITTEN NOTICE OF THE DECISION
BY BUYER TO TRANSFER THE SERVICING RIGHTS OF ANY OR ALL OF THE SERVICED ASSETS
TO EITHER SERVICER OR ANOTHER THIRD PARTY SERVICER SELECTED BY BUYER.
IN EITHER
CASE, SELLER SHALL TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THE UNDERLYING
SERVICING TRANSFER AS EXPEDITIOUSLY AS POSSIBLE.
NOTWITHSTANDING THE FOREGOING,
NEITHER SELLER NOR SERVICER SHALL TAKE ANY ACTION OR EFFECT ANY MODIFICATION OR
AMENDMENT TO ANY PURCHASED ASSET (OTHER THAN DE MINIMIS CHANGES) WITHOUT FIRST
HAVING GIVEN PRIOR NOTICE THEREOF TO BUYER IN EACH SUCH INSTANCE AND RECEIVING
THE PRIOR