TO THE AGENT, AT ANY TIME THEREAFTER.
IF THE SERVICER OF THE MORTGAGE
ASSETS IS NOT A SELLER, THE AGENT SHALL HAVE THE RIGHT, AS CONTEMPLATED IN THE
APPLICABLE SERVICER NOTICE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO
TERMINATE ANY APPLICABLE SERVICING AGREEMENT AND TRANSFER SERVICING TO ITS
DESIGNEE, AT NO COST OR EXPENSE TO THE AGENT, IT BEING AGREED THAT THE SELLERS
WILL PAY ANY AND ALL FEES REQUIRED TO TERMINATE SUCH SERVICING AGREEMENT AND TO
EFFECTUATE THE TRANSFER OF SERVICING TO THE DESIGNEE OF THE AGENT.
SECTION 11.05
MODIFICATION.
AFTER THE PURCHASE DATE,
UNTIL THE REPURCHASE OF ANY MORTGAGE ASSET, NO SELLER WILL HAVE ANY RIGHT TO
MODIFY OR ALTER THE TERMS OF SUCH MORTGAGE ASSET AND NO SELLER WILL HAVE ANY
OBLIGATION OR RIGHT TO REPOSSESS SUCH MORTGAGE ASSET OR SUBSTITUTE ANOTHER
MORTGAGE ASSET, IN EACH CASE EXCEPT AS PROVIDED IN THE CUSTODIAL AGREEMENT.
SECTION 11.06
INSPECTION.
IN THE EVENT THAT ANY SELLER
OR ANY AFFILIATE THEREOF IS SERVICING THE MORTGAGE ASSETS, THE SELLER OR
AFFILIATE SHALL PERMIT THE AGENT TO INSPECT THE SELLER'S OR AFFILIATE'S
SERVICING FACILITIES, AS THE CASE MAY BE, FOR THE PURPOSE OF SATISFYING THE
AGENT THAT THE SELLER OR AFFILIATE, AS THE CASE MAY BE, HAS THE ABILITY TO
SERVICE THE MORTGAGE ASSETS AS PROVIDED IN THIS AGREEMENT.
75
ARTICLE XII
THE AGENT
SECTION 12.01
APPOINTMENT.
EACH BUYER HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS THE AGENT AS ITS AGENT UNDER THIS AGREEMENT
AND THE OTHER REPURCHASE DOCUMENTS, AND EACH BUYER HEREBY IRREVOCABLY AUTHORIZES
THE AGENT, IN SUCH CAPACITY, TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
PROVISIONS OF THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS AND TO EXERCISE
SUCH POWERS AND PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO OR CONFERRED
UPON THE AGENT BY THE TERMS OF THIS AGREEMENT, THE OTHER REPURCHASE DOCUMENTS
AND ANY OTHER INSTRUMENTS AND AGREEMENTS REFERRED TO HEREIN OR THEREIN, TOGETHER
WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE AGENT AGREES
TO ACT AS SUCH UPON THE EXPRESS CONDITIONS CONTAINED IN THIS ARTICLE XII.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, THE
AGENT SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET
FORTH HEREIN, OR ANY FIDUCIARY RELATIONSHIP WITH ANY BUYER, AND NO IMPLIED
COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL
BE READ INTO THIS AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT OR OTHERWISE EXIST
AGAINST THE AGENT.
THE PROVISIONS OF THIS ARTICLE XII ARE SOLELY FOR THE
BENEFIT OF THE AGENT AND THE BUYERS, AND NEITHER THE MANAGER NOR ANY SELLER
SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS
HEREOF.
SECTION 12.02
DUTIES.
(A)
THE AGENT SHALL BE RESPONSIBLE FOR
ADMINISTERING THE TRANSACTIONS ON A DAY-TO-DAY BASIS.
IN THE EXERCISE OF SUCH
ADMINISTRATIVE DUTIES, THE AGENT SHALL USE THE SAME DILIGENCE AND STANDARD OF
CARE THAT IS CUSTOMARILY USED BY THE AGENT WITH RESPECT TO SIMILAR TRANSACTIONS
ENTERED INTO BY THE AGENT SOLELY FOR ITS OWN ACCOUNT.
Each Buyer delegates