APPROVED BY LOAN BUYER IN THE EXERCISE OF ITS REASONABLE BUSINESS
JUDGMENT AND MAINTAINED BY OTHER PRUDENT MORTGAGE LENDERS WITH RESPECT TO
MORTGAGE LOANS OR MEZZANINE LOANS, AS APPLICABLE, SIMILAR TO THE PURCHASED
LOANS.
(B)
SELLER AGREES THAT THE APPLICABLE BUYER IS THE OWNER OF ALL
SERVICING RECORDS, INCLUDING BUT NOT LIMITED TO ANY AND ALL SERVICING AGREEMENTS
(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 LOANS
(THE "SERVICING RECORDS") SO LONG AS THE PURCHASED LOANS ARE SUBJECT TO THIS
AGREEMENT.
SELLER GRANTS THE APPLICABLE BUYER A SECURITY INTEREST IN ALL
SERVICING FEES AND RIGHTS RELATING TO THE PURCHASED LOANS AND ALL SERVICING
RECORDS TO SECURE THE OBLIGATION OF THE SELLER OR ITS DESIGNEE TO SERVICE IN
CONFORMITY WITH THIS SECTION AND ANY OTHER OBLIGATION OF SELLER TO SUCH BUYER.
SELLER COVENANTS TO SAFEGUARD SUCH SERVICING RECORDS AND TO DELIVER THEM
PROMPTLY TO THE APPLICABLE BUYER OR ITS DESIGNEE (INCLUDING THE CUSTODIAN) AT
SUCH BUYER'S REQUEST.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT (OTHER THAN WITH RESPECT TO BUYER), EACH BUYER MAY, IN ITS SOLE
DISCRETION, (I) SELL ITS RIGHT TO THE PURCHASED LOANS ON A SERVICING RELEASED
BASIS OR (II) TERMINATE THE SELLER OR ANY SUB-SERVICER OF THE PURCHASED LOANS
WITH OR WITHOUT CAUSE, IN EACH CASE WITHOUT PAYMENT OF ANY TERMINATION FEE.
(D)
SELLER SHALL NOT EMPLOY SUB-SERVICERS TO SERVICE THE PURCHASED
LOANS WITHOUT THE PRIOR WRITTEN APPROVAL OF BUYER.
IF THE PURCHASED LOANS ARE
SERVICED BY A SUB-SERVICER, SELLER SHALL IRREVOCABLY ASSIGN ALL RIGHTS, TITLE
AND INTEREST IN THE SERVICING AGREEMENTS IN THE PURCHASED LOANS TO BUYER.
(E)
SELLER SHALL CAUSE ANY SUB-SERVICERS ENGAGED BY SELLER TO EXECUTE
A LETTER AGREEMENT WITH THE LOAN BUYER ACKNOWLEDGING LOAN BUYER'S SECURITY
INTEREST AND AGREEING THAT IT SHALL DEPOSIT ALL INCOME WITH RESPECT TO THE
PURCHASED LOANS IN THE CASH MANAGEMENT ACCOUNT.
(F)
THE PAYMENT OF SERVICING FEES SHALL BE SUBORDINATE TO PAYMENT OF
AMOUNTS OUTSTANDING UNDER ANY TRANSACTION AND THIS AGREEMENT.
30.
MISCELLANEOUS
(A)
ALL RIGHTS, REMEDIES AND POWERS OF EACH BUYER HEREUNDER AND IN
CONNECTION HEREWITH ARE IRREVOCABLE AND CUMULATIVE, AND NOT ALTERNATIVE OR
EXCLUSIVE, AND SHALL BE IN ADDITION
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TO ALL OTHER RIGHTS, REMEDIES AND POWERS OF EACH BUYER WHETHER UNDER LAW, EQUITY
OR AGREEMENT.
IN ADDITION TO THE RIGHTS AND REMEDIES GRANTED TO IT IN THIS
AGREEMENT, TO THE EXTENT THIS AGREEMENT IS DETERMINED TO CREATE A SECURITY
INTEREST, EACH BUYER SHALL HAVE ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UCC.
(B)
THE TRANSACTION DOCUMENTS MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(C)
THE HEADINGS IN THE TRANSACTION DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE