side letter agreements with respect thereto.
H)
UNDERWRITING GUIDELINES.
THE SELLER SHALL NOTIFY THE BUYER IN
WRITING OF ANY MATERIAL MODIFICATIONS TO THE UNDERWRITING GUIDELINES PRIOR TO
IMPLEMENTATION OF SUCH CHANGE, AND UNLESS THE BUYER OBJECTS IN WRITING WITHIN
TEN (10) BUSINESS DAYS OF RECEIPT OF NOTICE, THE PROPOSED MODIFICATIONS SHALL BE
DEEMED ACCEPTABLE.
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 SELLER WILL DEFEND THE RIGHT, TITLE AND
INTEREST OF THE BUYER IN AND TO ANY OF THE COLLATERAL AGAINST THE CLAIMS AND
DEMANDS OF ALL PERSONS WHOMSOEVER.
THE SELLER WILL NOT PERMIT OR ALLOW ANY OF
ITS SUBSIDIARIES TO CREATE, INCUR OR PERMIT TO EXIST ANY LIEN, SECURITY INTEREST
OR CLAIM ON OR TO ANY MORTGAGED PROPERTY THAT IS RELATED TO A PURCHASED ASSET,
EXCEPT IN ACCORDANCE WITH THE PROGRAM DOCUMENTS AND ANY MASTER LOAN AGREEMENT.
L)
LIMITATION ON SALE OF ASSETS.
EXCEPT FOR SALES AND
SECURITIZATIONS OF PURCHASED ASSETS WITH RESPECT TO WHICH THE SELLER HAS PAID
THE REPURCHASE PRICE AS SET FORTH HEREIN, THE SELLER AND ITS SUBSIDIARIES, TAKEN
AS A COLLECTIVE WHOLE, SHALL NOT CONVEY, SELL, LEASE, ASSIGN,
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transfer or otherwise dispose of (collectively, "Transfer"), all or
substantially all of its Property, business or assets (including, without
limitation, receivables and leasehold interests) whether now owned or hereafter
acquired or allow any