forth
details of the occurrence referred to therein and stating what action Seller or
Gurantor has taken or proposes to take with respect thereto.
G)
SERVICING.
SELLER SHALL CAUSE SERVICER
TO SERVICE, OR CAUSE TO BE SERVICED, THE PURCHASED ASSETS, IN ACCORDANCE WITH
ACCEPTED SERVICING PRACTICES, PENDING ANY DELIVERY OF SUCH SERVICING TO BUYER
PURSUANT TO THE CUSTODY AGREEMENT OR ANY OTHER SERVICING AGREEMENT, EMPLOYING AT
LEAST THE SAME PROCEDURES AND EXERCISING THE SAME CARE THAT SERVICER CUSTOMARILY
EMPLOYS IN SERVICING MORTGAGED PROPERTIES AND MORTGAGE LOANS FOR ITS OWN
ACCOUNT.
SELLER SHALL CAUSE SERVICER TO 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
SELLER SHOULD DISCOVER THAT, FOR ANY REASON WHATSOEVER, SELLER OR ANY ENTITY
RESPONSIBLE TO BUYER BY CONTRACT FOR MANAGING OR SERVICING ANY SUCH PURCHASED
ASSET HAS FAILED TO PERFORM FULLY 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 OR THE LLC INTERESTS, SELLER SHALL PROMPTLY NOTIFY
BUYER.
PRIOR TO ANY PERSON OTHER THAN MIDLAND LOAN SERVICES, INC. BECOMING
SERVICER OR A SUBSERVICER OF THE PURCHASED ASSETS, BUYER SHALL HAVE THE RIGHT TO
APPROVE EACH SUCH SERVICER AND THE FORM OF ALL SERVICING AGREEMENTS OR SERVICING
SIDE LETTER AGREEMENTS WITH RESPECT THERETO.
H)
UNDERWRITING GUIDELINES.
SELLER SHALL
NOTIFY BUYER IN WRITING OF ANY MATERIAL MODIFICATIONS TO THE UNDERWRITING
GUIDELINES PRIOR TO IMPLEMENTATION OF SUCH CHANGE, AND UNLESS BUYER OBJECTS IN
WRITING WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF NOTICE, THE PROPOSED
MODIFICATIONS SHALL BE DEEMED ACCEPTABLE.
33
I)
LINES OF BUSINESS.
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.
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 SELLER'S BUSINESS AND (C) UPON
FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO SELLER THAN IT WOULD OBTAIN IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON WHICH IS NOT AN AFFILIATE.
K)
LIMITATION ON LIENS.
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
SELLER'S BUSINESS OR TO FINANCE RESIDUAL CERTIFICATES ISSUED IN CONNECTION WITH
SECURITIZATIONS OF MORTGAGE LOANS