THAT 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 BUYER A SECURITY INTEREST IN ALL SERVICING FEES AND RIGHTS OF SELLER
RELATING TO THE PURCHASED LOANS AND ALL SERVICING RECORDS TO SECURE THE
OBLIGATION OF SELLER OR ITS DESIGNEE TO SERVICE IN CONFORMITY WITH THIS SECTION
AND ANY OTHER OBLIGATION OF SELLER TO BUYER. SELLER COVENANTS TO SAFEGUARD SUCH
SERVICING RECORDS AND TO DELIVER THEM PROMPTLY TO BUYER OR ITS DESIGNEE
(INCLUDING THE CUSTODIAN) AT BUYER'S REQUEST.
(C)
SELLER SHALL PROVIDE TO BUYER ON A MONTHLY BASIS, OR MORE
FREQUENTLY AT THE REQUEST OF BUYER, ANY AND ALL INFORMATION THAT IS PERTINENT OR
RELATED TO THE ASSESSMENT AND VALUATION OF LOANS THAT ARE INCLUDED IN PURCHASED
LOANS, AS OR WHEN RECEIVED OR AVAILABLE FROM SELLER. SUCH INFORMATION INCLUDES,
BUT IS NOT LIMITED TO, PROPERTY OPERATING STATEMENTS, RENT ROLLS, FINANCIAL
STATEMENTS AND OTHER FINANCIAL REPORTS FOR EACH PURCHASED LOAN, AS WELL AS ANY
OTHER INFORMATION OR EVENTS AFFECTING THE INTERESTS IN OR VALUATION OF THE
PURCHASED LOANS.
(D)
UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, BUYER
MAY, IN ITS SOLE DISCRETION, (I) SELL ITS RIGHT TO THE PURCHASED LOANS ON A
SERVICING RELEASED BASIS OR (II) TERMINATE SELLER OR ANY SUB-SERVICER OF THE
PURCHASED LOANS WITH OR WITHOUT CAUSE, IN EACH CASE WITHOUT PAYMENT OF ANY
TERMINATION FEE.
(E)
SELLER SHALL NOT EMPLOY SUB-SERVICERS TO SERVICE THE PURCHASED
LOANS WITHOUT THE PRIOR WRITTEN APPROVAL OF BUYER WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD. 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.
(F)
SELLER SHALL CAUSE ANY SUB-SERVICERS ENGAGED BY SELLER TO EXECUTE
A LETTER AGREEMENT WITH BUYER ACKNOWLEDGING BUYER'S SECURITY INTEREST AND
AGREEING THAT IT SHALL DEPOSIT ALL INCOME WITH RESPECT TO THE PURCHASED LOANS IN
THE COLLECTION ACCOUNT.
49
(G)
TO THE EXTENT PERMITTED UNDER THE SERVICING AGREEMENT THE PAYMENT
OF SERVICING FEES SHALL BE SUBORDINATE TO PAYMENT OF AMOUNTS OUTSTANDING UNDER
ANY TRANSACTION AND THIS AGREEMENT.
(H)
THE SERVICER AND SELLER MAY NOT ENTER INTO ANY MODIFICATION OR
EXTENSION AGREEMENT WITHOUT THE WRITTEN CONSENT OR APPROVAL OF BUYER.
22.
WIRE INSTRUCTIONS
(A)
ANY AMOUNTS TO BE TRANSFERRED BY BUYER TO EITHER SELLER HEREUNDER
SHALL BE SENT BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO
(i) the account of Seller at:
Bank: JPMorgan Chase Bank
Acct. No.: 230254632
ABA #: 021-000021
Acct. Name: Capital Trust, Inc. Corporate Account
Attn: John Warch (212) 655-0225;
or (ii) to an account designated by Seller in writing, provided that such
designation is made by