WRITTEN CONSENT OF BUYER; PROVIDED, HOWEVER, THAT SELLER SHALL
DELIVER, PROMPTLY AFTER EXECUTION, WRITTEN NOTICE TO BUYER OF ANY SUCH DE
MINIMIS MODIFICATIONS OR AMENDMENTS.
(B)
SELLER AGREES THAT BUYER IS THE OWNER OF ALL SERVICING RECORDS,
INCLUDING BUT NOT LIMITED TO ANY AND ALL SERVICING AGREEMENTS AND POOLING AND
SERVICING AGREEMENTS (INCLUDING, WITHOUT LIMITATION ANY "INTERIM SERVICING
AGREEMENT" WITH SERVICER) (COLLECTIVELY, THE "SERVICING AGREEMENTS"), FILES,
DOCUMENTS, RECORDS, DATA BASES, COMPUTER TAPES, COPIES OF COMPUTER TAPES, PROOF
OF INSURANCE COVERAGE, INSURANCE POLICIES, APPRAISALS, OTHER CLOSING
74
DOCUMENTATION, PAYMENT HISTORY RECORDS, AND ANY OTHER RECORDS RELATING TO OR
EVIDENCING THE SERVICING OF PURCHASED 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 RELATING TO THE PURCHASED
ASSETS AND ALL SERVICING RECORDS TO SECURE THE OBLIGATION OF SELLER OR ITS
DESIGNEE TO SERVICE IN CONFORMITY WITH THIS ARTICLE 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)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, BUYER MAY, IN ITS SOLE DISCRETION, (I) SELL ITS RIGHT TO THE SERVICED
ASSETS ON A SERVICING RELEASED BASIS OR (II) TERMINATE SELLER, SERVICER OR ANY
SUB-SERVICER OF THE PURCHASED ASSETS WITH OR WITHOUT CAUSE, IN EACH CASE WITHOUT
PAYMENT OF ANY TERMINATION FEE.
(D)
TO THE EXTENT THAT SELLER CONTROLS THE IDENTITY OF A SERVICER OF
AN ELIGIBLE LOAN, SELLER SHALL NOT EMPLOY SUB-SERVICERS TO SERVICE THE PURCHASED
ASSETS WITHOUT THE PRIOR WRITTEN APPROVAL OF BUYER.
IF THE PURCHASED ASSETS ARE
SERVICED BY A SUB-SERVICER, SELLER SHALL IRREVOCABLY ASSIGN ALL RIGHTS, TITLE
AND INTEREST (IF ANY) IN THE SERVICING AGREEMENTS IN THE PURCHASED ASSETS TO
BUYER.
(E)
SELLER SHALL CAUSE SERVICER OR 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 CASH MANAGEMENT ACCOUNT, AND SO LONG AS A PURCHASED ASSET IS
SUBJECT TO A TRANSACTION, FOLLOWING NOTICE FROM BUYER TO SELLER OF AN EVENT OF
DEFAULT UNDER THIS AGREEMENT, SERVICER SHALL TAKE NO ACTION UNDER THIS AGREEMENT
WITH REGARD TO SUCH PURCHASED ASSET OTHER THAN AS SPECIFICALLY DIRECTED BY
BUYER.
ARTICLE 29.
MISCELLANEOUS
(A)
ALL RIGHTS, REMEDIES AND POWERS OF BUYER HEREUNDER AND IN
CONNECTION HEREWITH ARE IRREVOCABLE AND CUMULATIVE, AND NOT ALTERNATIVE OR
EXCLUSIVE, AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS, REMEDIES AND POWERS OF
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, 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