PURCHASED MORTGAGE LOAN TO ANY OTHER
PERSON, AND IMMEDIATELY PRIOR TO THE SALE OF SUCH MORTGAGE LOAN TO THE BUYER,
THE APPLICABLE SELLER WAS THE SOLE OWNER OF SUCH PURCHASED MORTGAGE LOAN AND HAD
GOOD AND MARKETABLE TITLE THERETO, FREE AND CLEAR OF ALL LIENS, IN EACH CASE
EXCEPT FOR LIENS TO BE RELEASED SIMULTANEOUSLY WITH THE SALE TO THE BUYER
HEREUNDER.
(II)
THE PROVISIONS OF THIS REPURCHASE
AGREEMENT ARE EFFECTIVE TO EITHER CONSTITUTE A SALE OF REPURCHASE ASSETS TO THE
BUYER OR TO CREATE IN FAVOR OF THE BUYER A VALID SECURITY INTEREST IN ALL RIGHT,
TITLE AND INTEREST OF THE SELLERS IN, TO AND UNDER THE REPURCHASE ASSETS.
(H)
CHIEF EXECUTIVE OFFICE/JURISDICTION OF
ORGANIZATION.
ON THE EFFECTIVE DATE, MORTGAGEIT'S CHIEF EXECUTIVE OFFICE IS,
AND HAS BEEN, LOCATED AT 33 MAIDEN LANE, 6TH FLOOR, NEW YORK, NEW YORK 10038.
MORTGAGEIT'S JURISDICTION OF ORGANIZATION IS NEW YORK.
ON THE EFFECTIVE DATE,
HOLDINGS' CHIEF EXECUTIVE OFFICE IS, AND HAS BEEN, LOCATED AT 33 MAIDEN LANE,
6TH FLOOR, NEW YORK, NEW YORK 10038.
HOLDINGS' JURISDICTION OF ORGANIZATION IS
MARYLAND.
(I)
LOCATION OF BOOKS AND RECORDS.
THE
LOCATION WHERE THE SELLERS KEEP THEIR BOOKS AND RECORDS, INCLUDING ALL COMPUTER
TAPES AND RECORDS RELATED TO THE REPURCHASE ASSETS ARE THEIR RESPECTIVE CHIEF
EXECUTIVE OFFICES.
(J)
FILING AND PAYMENT OF TAXES. EACH SELLER
AND ITS SUBSIDIARIES HAVE TIMELY FILED ON A TIMELY BASIS ALL FEDERAL, STATE AND
LOCAL TAX AND INFORMATION RETURNS, REPORTS AND ANY OTHER INFORMATION STATEMENTS
OR SCHEDULES THAT ARE REQUIRED TO BE FILED BY OR IN RESPECT OF THEM AND HAVE
TIMELY PAID ALL TAXES DUE PURSUANT TO SUCH RETURNS, REPORTS OR OTHER INFORMATION
STATEMENTS OR SCHEDULES OR PURSUANT TO ANY ASSESSMENT RECEIVED BY IT OR ANY OF
ITS SUBSIDIARIES, EXCEPT FOR ANY SUCH TAXES AS ARE BEING APPROPRIATELY CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT
TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
THE CHARGES, ACCRUALS AND
RESERVES ON THE BOOKS OF THE SELLERS IN RESPECT OF TAXES AND OTHER GOVERNMENTAL
CHARGES ARE ADEQUATE.
THERE ARE NO LIENS FOR TAXES EXCEPT STATUTORY LIENS FOR
TAXES NOT YET DUE AND PAYABLE.
(K)
ENFORCEABILITY.
THIS REPURCHASE AGREEMENT
AND ALL OF THE OTHER REPURCHASE DOCUMENTS EXECUTED AND DELIVERED BY THE SELLERS
IN CONNECTION HEREWITH ARE LEGAL, VALID AND
35
binding obligations of the Sellers and are enforceable against the Sellers in
accordance with their terms except as such enforceability may be limited by (i)
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors rights generally and (ii) general principles
of equity.
(L)
ABILITY TO PERFORM.
NEITHER SELLER
BELIEVES, NOR DO THEY HAVE ANY REASON OR CAUSE TO BELIEVE, THAT THEY CANNOT
PERFORM EACH AND EVERY COVENANT CONTAINED IN THE REPURCHASE DOCUMENTS TO WHICH
THEY ARE PARTIES ON THEIR PART TO BE PERFORMED
(M)
MATERIAL ADVERSE EFFECT.
SINCE DECEMBER 31,
2003, THERE HAS BEEN NO DEVELOPMENT OR EVENT NOR, TO EITHER SELLER'S KNOWLEDGE,
ANY PROSPECTIVE DEVELOPMENT OR EVENT, WHICH HAS HAD OR COULD HAVE A