(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 REIT SERVICER'S CHARTER OR BY-LAWS OR ANY LEGAL RESTRICTION OR
ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE REIT 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 REIT SERVICER OR ITS PROPERTY
IS SUBJECT;
(D)
ABILITY TO PERFORM.
THE REIT 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 REIT SERVICER'S
KNOWLEDGE THREATENED AGAINST THE REIT 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 REIT SERVICER, OR IN ANY MATERIAL IMPAIRMENT OF THE RIGHT OR ABILITY OF THE
REIT SERVICER TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED, OR IN ANY
MATERIAL LIABILITY ON THE PART OF THE REIT 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 REIT SERVICER
CONTEMPLATED HEREIN, OR WHICH WOULD BE LIKELY TO IMPAIR MATERIALLY THE ABILITY
OF THE REIT SERVICER TO PERFORM UNDER THE TERMS OF THIS AGREEMENT;
(F)
NO CONSENT REQUIRED.
NO CONSENT,
APPROVAL, AUTHORIZATION OR ORDER OF ANY COURT OR GOVERNMENTAL AGENCY OR BODY IS
REQUIRED FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE REIT SERVICER OF OR
COMPLIANCE BY THE REIT SERVICER WITH THIS AGREEMENT OR THE MORTGAGE LOANS, OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR IF
REQUIRED, SUCH APPROVAL HAS BEEN OBTAINED PRIOR TO THE APPLICABLE PURCHASE DATE;
AND
(G)
NO SECURITIES REGISTRATION.
NEITHER THE
REIT SERVICER NOR ANYONE ACTING ON ITS BEHALF HAS OFFERED, TRANSFERRED, PLEDGED,
SOLD OR OTHERWISE DISPOSED OF ANY MORTGAGE LOANS, ANY INTEREST IN ANY MORTGAGE
LOANS OR ANY OTHER SIMILAR SECURITY TO, OR SOLICITED ANY OFFER TO BUY OR ACCEPT
A TRANSFER, PLEDGE OR OTHER DISPOSITION OF ANY MORTGAGE LOANS, ANY INTEREST IN
ANY MORTGAGE LOANS OR ANY OTHER SIMILAR SECURITY FROM, OR OTHERWISE APPROACHED
OR NEGOTIATED WITH RESPECT TO ANY MORTGAGE LOANS, ANY INTEREST IN ANY MORTGAGE
LOANS OR ANY OTHER SIMILAR SECURITY WITH, ANY PERSON IN ANY MANNER, OR MADE ANY
GENERAL SOLICITATION BY MEANS OF GENERAL ADVERTISING OR IN ANY OTHER MANNER, OR
TAKEN ANY OTHER ACTION WHICH WOULD CONSTITUTE A DISTRIBUTION OF THE MORTGAGE
LOANS UNDER THE 1933 ACT OR