OR THE LLC INTERESTS, THE SELLER SHALL PROMPTLY NOTIFY THE BUYER.
PRIOR
TO ANY PERSON OTHER THAN MIDLAND LOAN SERVICES, INC. BECOMING THE SERVICER OR A
SUBSERVICER OF THE PURCHASED ASSETS, THE 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.
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
33
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