HOLD OR CAUSE TO BE HELD ALL ESCROW FUNDS COLLECTED WITH
RESPECT TO SUCH PURCHASED ASSETS IN TRUST ACCOUNTS AND SHALL APPLY THE SAME FOR
THE PURPOSES FOR WHICH SUCH FUNDS WERE COLLECTED.
IF THE SELLER SHOULD DISCOVER
THAT, FOR ANY REASON WHATSOEVER, THE SELLER OR ANY ENTITY RESPONSIBLE TO THE
AGENT OR ANY BUYER BY CONTRACT FOR MANAGING OR SERVICING ANY SUCH PURCHASED
ASSET HAS FAILED TO PERFORM FULLY THE SERVICER'S OBLIGATIONS WITH RESPECT TO THE
SERVICING OF THE PURCHASED ASSETS OR ANY OF THE OBLIGATIONS OF SUCH ENTITIES
WITH RESPECT TO THE LOANS, THE SELLER SHALL PROMPTLY NOTIFY THE AGENT.
PRIOR TO
ANY PERSON OTHER THAN MIDLAND LOAN SERVICES, INC. BECOMING THE SERVICER OR A
SUBSERVICER OF THE PURCHASED ASSETS, THE AGENT SHALL HAVE THE RIGHT TO
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APPROVE EACH SUCH SERVICER AND THE FORM OF ALL SERVICING AGREEMENTS OR SERVICING
SIDE LETTER AGREEMENTS WITH RESPECT THERETO.
h)
Underwriting Guidelines.
The Seller shall notify the Agent in
writing of any material modification to the Underwriting Guidelines prior to
implementation of such change and no such material modification shall be
implemented which could affect any Purchased Asset, or any other Loan under the
Master Loan Agreement which may become a Purchased Asset, without the Agent's
prior written consent.
I)
LINES OF BUSINESS.
THE SELLER WILL NOT ENGAGE TO ANY
SUBSTANTIAL EXTENT IN ANY LINE OR LINES OF BUSINESS ACTIVITY OTHER THAN
FINANCING, ACQUIRING, LEASING, SELLING OR EXCHANGING COMMERCIAL REAL ESTATE,
INTERESTS IN COMMERCIAL REAL ESTATE OR INTERESTS IN ENTITIES THAT OWN OR OPERATE
COMMERCIAL REAL ESTATE, AND THE BUSINESSES GENERALLY CARRIED ON BY IT AS OF THE
INITIAL PURCHASE DATE.
J)
TRANSACTIONS WITH AFFILIATES.
THE SELLER WILL NOT ENTER INTO
ANY TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE UNLESS
SUCH TRANSACTION IS (A) NOT EXPRESSLY PROHIBITED UNDER THIS AGREEMENT, (B) IN
THE ORDINARY COURSE OF THE SELLER'S BUSINESS AND (C) UPON FAIR AND REASONABLE
TERMS NO LESS FAVORABLE TO THE SELLER THAN IT WOULD OBTAIN IN A COMPARABLE ARM'S
LENGTH TRANSACTION WITH A PERSON WHICH IS NOT AN AFFILIATE.
K)
LIMITATION ON LIENS.
THE SELLER WILL NOT, NOR WILL IT PERMIT OR
ALLOW OTHERS TO, CREATE, INCUR OR PERMIT TO EXIST ANY LIEN, SECURITY INTEREST OR
CLAIM ON OR TO ANY OF ITS COLLATERAL, EXCEPT FOR:
(I) LIENS (NOT OTHERWISE
PERMITTED HEREUNDER) WHICH ARE CREATED IN CONNECTION WITH THE PURCHASE OF FIXED
ASSETS AND EQUIPMENT NECESSARY IN THE ORDINARY COURSE OF THE SELLER'S BUSINESS
OR TO FINANCE RESIDUAL CERTIFICATES ISSUED IN CONNECTION WITH SECURITIZATIONS OF
MORTGAGE LOANS COMPLETED BY THE SELLER WHICH ARE FINANCED SOLELY BASED ON A
PLEDGE OF SUCH RESIDUAL CERTIFICATES; AND (II) LIENS ON THE COLLATERAL CREATED
PURSUANT TO THIS AGREEMENT. THE SELLER WILL DEFEND THE COLLATERAL AGAINST, AND
WILL TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY LIEN, SECURITY
INTEREST OR CLAIM ON OR TO THE COLLATERAL, OTHER THAN THE SECURITY INTERESTS
CREATED UNDER THIS AGREEMENT, AND THE