OTHER CLOSING DOCUMENTATION, PAYMENT HISTORY RECORDS, AND ANY OTHER RECORDS
RELATING TO OR EVIDENCING THE SERVICING OF PURCHASED ASSETS AND THE UNDERLYING
ASSETS (THE "SERVICING RECORDS") SO LONG AS THE PURCHASED ASSETS ARE SUBJECT TO
THIS AGREEMENT. SELLER GRANTS BUYER A SECURITY INTEREST IN ALL SERVICING FEES
AND RIGHTS OF SELLER RELATING TO THE PURCHASED ASSETS 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 UNDERLYING ASSETS THAT ARE INCLUDED
IN PURCHASED ASSETS, 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
ASSET, AS WELL AS ANY OTHER INFORMATION OR EVENTS AFFECTING THE INTERESTS IN OR
VALUATION OF THE PURCHASED ASSETS.
(D)
UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, BUYER
MAY, IN ITS SOLE DISCRETION, (I) SELL ITS RIGHT TO THE PURCHASED ASSETS AND THE
RELATED UNDERLYING ASSETS ON A SERVICING RELEASED BASIS OR (II) TERMINATE SELLER
OR ANY SUB-SERVICER OF THE PURCHASED ASSETS AND THE RELATED UNDERLYING ASSETS
WITH OR WITHOUT CAUSE, IN EACH CASE WITHOUT PAYMENT OF ANY TERMINATION FEE.
(E)
SELLER SHALL NOT EMPLOY SUB-SERVICERS TO SERVICE THE PURCHASED
ASSETS AND THE RELATED UNDERLYING ASSETS WITHOUT THE PRIOR WRITTEN APPROVAL OF
BUYER WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD. IF THE PURCHASED ASSETS
AND THE RELATED UNDERLYING ASSETS ARE SERVICED BY A SUB-SERVICER, SELLER SHALL
IRREVOCABLY ASSIGN ALL RIGHTS, TITLE AND INTEREST IN THE SERVICING AGREEMENTS IN
THE PURCHASED ASSETS AND THE RELATED UNDERLYING ASSETS 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 ASSETS
IN THE COLLECTION ACCOUNT.
(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
49
(I)
TO 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
(II)
OR TO AN ACCOUNT DESIGNATED BY SELLER IN WRITING, PROVIDED THAT
SUCH DESIGNATION IS MADE BY AT LEAST TWO AUTHORIZED REPRESENTATIVES OF THE
SELLER.
(B)
ANY