OWNS.
IN THE
EVENT THAT THE PRECEDING LANGUAGE IS INTERPRETED AS CONSTITUTING ONE OR MORE
SERVICING CONTRACTS, EACH SUCH SERVICING CONTRACT SHALL TERMINATE AUTOMATICALLY
UPON THE EARLIEST OF (I) AN EVENT OF DEFAULT, (II) THE DATE ON WHICH THIS
AGREEMENT TERMINATES OR (III) THE TRANSFER OF SERVICING APPROVED BY THE AGENT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
SECTION 11.02
SELLER AS SERVICER.
WITH RESPECT TO
MORTGAGE ASSETS OTHER THAN JUNIOR INTERESTS, CMBS, RMBS AND PASS-THROUGH
INTERESTS, IF THE MORTGAGE ASSETS ARE SERVICED AN AFFILIATE OF ANY SELLER, EACH
SELLER AGREES THAT, UNTIL THE REPURCHASE OF A MORTGAGE ASSET ON A REPURCHASE
DATE FOR A MORTGAGE ASSET, THE BUYERS ARE THE OWNERS OF ALL SERVICING RECORDS,
INCLUDING BUT NOT LIMITED TO ANY AND ALL SERVICING AGREEMENTS, FILES, DOCUMENTS,
RECORDS, DATA BASES, COMPUTER TAPES, COPIES OF COMPUTER TAPES, PROOF OF
INSURANCE COVERAGE, INSURANCE POLICIES,
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APPRAISALS, OTHER CLOSING DOCUMENTATION, PAYMENT HISTORY RECORDS, AND ANY OTHER
RECORDS RELATING TO OR EVIDENCING THE SERVICING OF SUCH MORTGAGE ASSET (THE
"SERVICING RECORDS").
EACH SELLER COVENANTS TO SAFEGUARD SUCH SERVICING RECORDS
AND TO DELIVER THEM PROMPTLY TO THE AGENT OR ITS DESIGNEE (INCLUDING THE
CUSTODIAN) AT THE AGENT'S REQUEST.
SECTION 11.03
THIRD PARTY SERVICER.
WITH RESPECT TO
MORTGAGE ASSETS OTHER THAN JUNIOR INTERESTS, CMBS, RMBS AND PASS-THROUGH
INTERESTS, IF ANY MORTGAGE ASSETS ARE SERVICED BY A PERSON OTHER THAN AN
AFFILIATE OF THE SELLERS (SUCH THIRD PARTY, THE "SERVICER"), (I) THE SELLERS
SHALL, IN ACCORDANCE WITH SECTION 3.02(G), PROVIDE TO THE AGENT A COPY OF THE
SERVICING AGREEMENT, WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE
TO THE AGENT (THE "SERVICING AGREEMENT") AND SELLERS SHALL REQUIRE EACH
SERVICING AGREEMENT TO CONTAIN PROVISIONS RELATING TO THE DELIVERY OF
INFORMATION AND REPORTS AS WILL ENABLE EACH SELLER TO COMPLY WITH ITS
OBLIGATIONS UNDER THIS AGREEMENT AS AND WHEN REQUIRED HEREUNDER, AND (II) EACH
SELLER HEREBY IRREVOCABLY ASSIGNS TO THE AGENT, AND THE AGENT'S SUCCESSORS AND
ASSIGNS, FOR THE BENEFIT OF THE BUYERS, ALL OF THE SELLER'S RIGHT, TITLE AND
INTEREST IN, TO AND UNDER, AND THE BENEFITS OF, EACH SERVICING AGREEMENT
PERTAINING TO ANY MORTGAGE ASSETS.
EACH SELLER AGREES THAT NO PERSON SHALL
ASSUME THE SERVICING OBLIGATIONS WITH RESPECT TO ANY MORTGAGE ASSETS AS
SUCCESSOR TO THE SERVICER UNLESS SUCH SUCCESSOR IS A QUALIFIED SERVICER.
THE
AGENT HEREBY AGREES THAT UPON THE REPURCHASE OF ANY MORTGAGE ASSET, THE AGENT
SHALL ASSIGN BACK TO THE SELLER ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND
UNDER, AND THE BENEFITS OF, ANY SERVICING AGREEMENT PERTAINING TO SUCH MORTGAGE
ASSET.
SECTION 11.04
EVENT OF DEFAULT.
WITH RESPECT TO
MORTGAGE ASSETS OTHER THAN JUNIOR INTERESTS, CMBS, RMBS AND PASS-THROUGH
INTERESTS, IF THE SERVICER OF THE MORTGAGE ASSETS IS A SELLER OR AN AFFILIATE OF
A SELLER, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
THE AGENT SHALL HAVE THE RIGHT TO TERMINATE THE SELLER OR AFFILIATE AS SERVICER
OF THE MORTGAGE ASSETS AND TRANSFER SERVICING TO ITS DESIGNEE, AT NO COST OR
EXPENSE