RESULT IN THE VIOLATION OF ANY LAW, RULE, REGULATION,
ORDER, JUDGMENT OR DECREE TO WHICH SUCH SELLER, THE MORTGAGE LOANS OR ANY OF
SUCH SELLER'S PROPERTY IS SUBJECT;
(V)
EACH TRANSACTION DOCUMENT TO BE EXECUTED BY SUCH SELLER PURSUANT
HERETO AND THERETO IS AND WILL BE VALID, BINDING AND SUBSISTING OBLIGATIONS OF
SUCH SELLER, ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE 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.
NO CONSENTS OR APPROVALS ARE REQUIRED TO
6
BE OBTAINED BY SUCH SELLER OR ITS PARENT COMPANY FOR THE EXECUTION, DELIVERY AND
PERFORMANCE OF EACH SUCH TRANSACTION DOCUMENT BY SUCH SELLER;
(VI)
MORTGAGEIT HOLDINGS HAS NOT PLEDGED ANY INTEREST IN ANY REIT
MORTGAGE LOAN TO ANY PERSON OTHER THAN THE REIT SUB-TRUST, AND UPON DELIVERY OF
A REIT MORTGAGE LOAN TO THE REIT SUB-TRUST, THE REIT SUB-TRUST WILL BE THE SOLE
OWNER THEREOF, FREE AND CLEAR OF ANY LIEN, CLAIM OR ENCUMBRANCE.
MORTGAGEIT HAS
NOT SOLD ANY INTEREST IN ANY TRS MORTGAGE LOAN TO ANY PERSON OTHER THAN THE TRS
SUB-TRUST, AND UPON DELIVERY OF A TRS MORTGAGE LOAN TO THE TRS SUB-TRUST, THE
TRS SUB-TRUST WILL BE THE SOLE OWNER THEREOF, FREE AND CLEAR OF ANY LIEN, CLAIM
OR ENCUMBRANCE
(VII)
ALL INFORMATION RELATING TO SUCH SELLER THAT SUCH SELLER HAS
DELIVERED OR CAUSED TO BE DELIVERED TO THE TRUST, INCLUDING, BUT NOT LIMITED TO,
ALL DOCUMENTS RELATED TO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY OR
SUCH SELLER'S FINANCIAL STATEMENTS, AND ALL SUCH INFORMATION HEREAFTER FURNISHED
BY SUCH SELLER, DOES NOT AND WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE
THEREIN OR HEREIN IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
SUCH SELLER HAS DISCLOSED IN WRITING ANY AND ALL FACTS RELATING TO
SUCH SELLER THAT MATERIALLY AND ADVERSELY AFFECT OR MAY MATERIALLY AND ADVERSELY
AFFECT THE BUSINESS OPERATIONS OR FINANCIAL CONDITION OF SUCH SELLER OR THE
ABILITY OF SUCH SELLER TO PERFORM ITS OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS TO WHICH IT IS PARTY.
SINCE THE FURNISHING OF SUCH DOCUMENTS OR
INFORMATION, THERE HAS BEEN NO CHANGE, NOR ANY DEVELOPMENT OR EVENT INVOLVING A
PROSPECTIVE CHANGE THAT WOULD RENDER ANY OF SUCH DOCUMENTS OR INFORMATION UNTRUE
OR MISLEADING IN ANY MATERIAL RESPECT;
(VIII)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING, OR TO THE
KNOWLEDGE OF SUCH SELLER THREATENED, INCLUDING ANY CLAIMS FOR WHICH AN ACTION,
SUIT OR PROCEEDING HAS NOT BEEN COMMENCED, AGAINST OR AFFECTING SUCH SELLER OR
ANY OF ITS ASSETS IN ANY COURT OR BEFORE ANY ARBITRATOR OR BEFORE ANY
GOVERNMENTAL COMMISSION, BOARD, BUREAU OR OTHER ADMINISTRATIVE AGENCY THAT, IN
ANY SUCH CASE, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE EFFECT ON
THE FINANCIAL CONDITION OR BUSINESS OF SUCH SELLER OR THE ABILITY OF SUCH SELLER
TO PERFORM UNDER THIS LOAN SALE AGREEMENT