IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY
OF THIS REPURCHASE AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS;
(B)
THE BUYER HAS NO FIDUCIARY RELATIONSHIP TO ANY SELLER, AND THE RELATIONSHIP
BETWEEN EACH SELLER AND THE BUYER IS SOLELY THAT OF SELLER AND BUYER; AND
(C)
NO JOINT VENTURE EXISTS BETWEEN THE BUYER AND ANY SELLER.
11.14
HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS. THE BUYER
SHALL HAVE FREE AND UNRESTRICTED USE OF ALL PURCHASED ITEMS AND COLLATERAL AND
NOTHING IN THIS REPURCHASE AGREEMENT SHALL PRECLUDE THE BUYER FROM ENGAGING IN
REPURCHASE TRANSACTIONS WITH ANY PURCHASED ITEMS OR COLLATERAL OR OTHERWISE
PLEDGING, REPLEDGING, TRANSFERRING, HYPOTHECATING, OR REHYPOTHECATING ANY
PURCHASED ITEMS OR COLLATERAL, ON TERMS, AND SUBJECT TO CONDITIONS, WITHIN THE
BUYER'S ABSOLUTE DISCRETION. NOTHING CONTAINED IN THIS REPURCHASE AGREEMENT
SHALL OBLIGATE THE BUYER TO SEGREGATE ANY PURCHASED ITEMS OR COLLATERAL
DELIVERED TO THE BUYER BY THE SELLERS.
11.15
SERVICING.
(A)
EACH SELLER COVENANTS TO MAINTAIN OR CAUSE TO BE MAINTAINED THE SERVICING
OF THE PURCHASED LOANS IN CONFORMITY WITH ACCEPTED SERVICING PRACTICES AND IN A
MANNER AT LEAST EQUAL IN QUALITY TO THE SERVICING SUCH SERVICER PROVIDES FOR
MORTGAGE LOANS WHICH IT 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 ALL THE REPURCHASE OBLIGATIONS HAVE BEEN PAID IN
FULL OR (III) ANY TRANSFER OF SUCH SERVICING BY THE SELLER.
(B)
EACH SELLER HEREBY (I) ACKNOWLEDGES AND AGREES THAT THE PURCHASED LOANS ARE
BEING SOLD TO THE BUYER HEREUNDER ON A SERVICING RELEASED BASIS,
(II) ACKNOWLEDGES AND AGREES THAT THE BUYER IS THE COLLATERAL ASSIGNEE OF ALL
SERVICING RECORDS, INCLUDING BUT NOT LIMITED TO ANY AND ALL SERVICING
AGREEMENTS, FILES, DOCUMENTS, RECORDS, DATA BASES, COMPUTER FILES, COPIES OF
COMPUTER FILES, 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") AND (III) GRANTS THE BUYER, TO SECURE THE OBLIGATION OF EACH SELLER OR
ITS DESIGNEE TO SERVICE IN CONFORMITY WITH THIS SECTION AND ANY OTHER OBLIGATION
OF THE SELLERS TO THE BUYER, A SECURITY INTEREST IN ALL SERVICING RECORDS AND
ALL SERVICING FEES AND RIGHTS RELATING TO THE PURCHASED LOANS. THE SELLERS
COVENANT TO SAFEGUARD ALL SERVICING RECORDS AND TO DELIVER THEM OR ARRANGE FOR
THE RELEVANT SERVICER TO DELIVER THEM PROMPTLY TO THE BUYER OR ITS DESIGNEE
(INCLUDING THE CUSTODIAN) AT THE BUYER'S REQUEST.
(C)
THE SELLERS SHALL PROVIDE THE BUYER WITH A COPY OF ALL SERVICING
AGREEMENTS, IF ANY, APPLICABLE TO THE PURCHASED LOANS (EACH, A "SERVICING
AGREEMENT"), WHICH SERVICING AGREEMENTS SHALL BE IN FORM AND SUBSTANCE
ACCEPTABLE TO THE BUYER, AND WITH RESPECT TO EACH SERVICING AGREEMENT, THE
SELLERS SHALL PROVIDE THE BUYER WITH A PROPERLY COMPLETED AND FULLY
51
EXECUTED SERVICER NOTICE AND AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT G
HERETO (A "SERVICER NOTICE").