TO THE EXTENT NECESSARY TO ENSURE THE
ENFORCEABILITY OF THE RELATED MORTGAGE LOAN IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT; THE TRS SERVICER HAS THE FULL CORPORATE POWER AND AUTHORITY TO
7
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM IN ACCORDANCE HEREWITH; THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT (INCLUDING ALL INSTRUMENTS
OF TRANSFER TO BE DELIVERED PURSUANT TO THIS AGREEMENT) BY THE TRS SERVICER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND
VALIDLY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION; THIS AGREEMENT EVIDENCES
THE VALID, BINDING AND ENFORCEABLE OBLIGATION OF THE TRS SERVICER; AND ALL
REQUISITE CORPORATE ACTION HAS BEEN TAKEN BY THE TRS SERVICER TO MAKE THIS
AGREEMENT VALID AND BINDING UPON THE TRS SERVICER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH TERMS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY AND
BY GENERAL PRINCIPALS OF EQUITY;
(B)
ORDINARY COURSE OF BUSINESS.
THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE IN THE
ORDINARY COURSE OF BUSINESS OF THE TRS SERVICER, AND THE TRANSFER, ASSIGNMENT
AND CONVEYANCE OF THE MORTGAGE NOTES AND THE MORTGAGES BY THE TRS SERVICER
PURSUANT TO THIS AGREEMENT ARE NOT SUBJECT TO THE BULK TRANSFER OR ANY SIMILAR
STATUTORY PROVISIONS IN EFFECT IN ANY APPLICABLE JURISDICTION;
(C)
NO CONFLICTS.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOR THE
FULFILLMENT OF OR COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT,
WILL CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS OR
PROVISIONS OF THE TRS SERVICER'S CHARTER OR BY-LAWS OR ANY LEGAL RESTRICTION OR
ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE TRS SERVICER IS NOW A PARTY OR
BY WHICH IT IS BOUND, OR CONSTITUTE A DEFAULT OR RESULT IN AN ACCELERATION UNDER
ANY OF THE FOREGOING, OR RESULT IN THE VIOLATION OF ANY LAW, RULE, REGULATION,
ORDER, JUDGMENT OR DECREE TO WHICH THE TRS SERVICER OR ITS PROPERTY IS SUBJECT;
(D)
ABILITY TO PERFORM.
THE TRS SERVICER DOES
NOT BELIEVE, NOR DOES IT HAVE ANY REASON OR CAUSE TO BELIEVE, THAT IT CANNOT
PERFORM EACH AND EVERY COVENANT CONTAINED IN THIS AGREEMENT.
(E)
NO LITIGATION PENDING.
THERE IS NO ACTION,
SUIT, PROCEEDING OR INVESTIGATION PENDING OR TO THE BEST OF THE TRS SERVICER'S
KNOWLEDGE THREATENED AGAINST THE TRS SERVICER WHICH, EITHER IN ANY ONE INSTANCE
OR IN THE AGGREGATE, IS REASONABLY LIKELY TO RESULT IN ANY MATERIAL ADVERSE
CHANGE IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION, PROPERTIES OR ASSETS OF
THE TRS SERVICER, OR IN ANY MATERIAL IMPAIRMENT OF THE RIGHT OR ABILITY OF THE
TRS SERVICER TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED, OR IN ANY
MATERIAL LIABILITY ON THE PART OF THE TRS SERVICER, OR WHICH WOULD DRAW INTO
QUESTION THE VALIDITY OF THIS AGREEMENT OR THE MORTGAGE LOANS OR OF ANY ACTION
TAKEN OR TO BE TAKEN IN CONNECTION WITH THE OBLIGATIONS OF THE TRS SERVICER
CONTEMPLATED HEREIN, OR