EXISTENCE.
THE TRUST (A) IS A STATUTORY TRUST DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, (B) HAS ALL REQUISITE CORPORATE OR OTHER POWER, AND HAS ALL
GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS NECESSARY TO OWN
ITS ASSETS AND CARRY ON ITS BUSINESS AS NOW BEING OR AS PROPOSED TO BE
CONDUCTED, EXCEPT WHERE THE LACK OF SUCH LICENSES, AUTHORIZATIONS, CONSENTS AND
APPROVALS WOULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C) IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN ALL OTHER
JURISDICTIONS IN WHICH THE NATURE OF THE BUSINESS CONDUCTED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE FAILURE SO TO QUALIFY WOULD NOT BE
REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE AGGREGATE) TO HAVE A MATERIAL
ADVERSE EFFECT;
(II)
LEGAL NAME.
THE LEGAL NAME OF THE TRUST IS MORTGAGEIT SPV I AND
THE TRUST HAS NOT CHANGED ITS NAME SINCE ITS ORGANIZATION AND SINCE ITS
ORGANIZATION THE TRUST DID NOT USE, NOR DOES THE TRUST NOW USE, ANY TRADE NAMES,
FICTITIOUS NAMES, ASSUMED NAME OR "DOING BUSINESS AS" NAMES;
(III)
POWER AND AUTHORITY.
THE TRUST HAS THE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS LOAN SALE AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT
TO WHICH IT IS A PARTY, AND TO CARRY OUT THEIR RESPECTIVE TERMS; THE TRUST HAS
DULY AUTHORIZED THE RECEIPT FROM SUCH SELLER, AND THE PLEDGE OR SALE TO UBS OF
ALL OF ITS RIGHT, TITLE AND INTEREST IN THE ELIGIBLE MORTGAGE LOANS AND OTHER
COLLATERAL BY ALL NECESSARY ACTION; AND THE EXECUTION, DELIVERY, AND PERFORMANCE
OF THIS LOAN SALE AGREEMENT, AND EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS
A PARTY, HAVE BEEN DULY AUTHORIZED BY THE TRUST BY ALL NECESSARY ACTION;
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(IV)
DUE EXECUTION AND DELIVERY.
THIS LOAN SALE AGREEMENT AND EACH
OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAVE BEEN DULY EXECUTED AND
DELIVERED ON BEHALF OF THE TRUST;
(V)
BINDING OBLIGATIONS. THIS LOAN SALE AGREEMENT, AND THE OTHER
TRANSACTION DOCUMENTS TO WHICH THE TRUST IS A PARTY, WHEN DULY EXECUTED AND
DELIVERED, WILL CONSTITUTE LEGAL, VALID, AND BINDING OBLIGATIONS OF THE TRUST
ENFORCEABLE AGAINST THE TRUST IN ACCORDANCE WITH THEIR RESPECTIVE TERMS SUBJECT
AS TO ENFORCEABILITY TO APPLICABLE BANKRUPTCY, REORGANIZATION, INSOLVENCY,
MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW);
(VI)
NO VIOLATION.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY AND THE FULFILLMENT OF THE TERMS OF THIS LOAN SALE AGREEMENT WILL NOT
CONFLICT WITH, RESULT IN ANY BREACH OF ANY OF THE TERMS AND PROVISIONS OF, OR
CONSTITUTE (WITH OR WITHOUT NOTICE OR LAPSE OF TIME) A DEFAULT UNDER, THE
ORGANIZATIONAL DOCUMENTS OF THE TRUST, OR ANY MATERIAL TERM OF ANY INDENTURE,
AGREEMENT, MORTGAGE, DEED OF TRUST, OR OTHER INSTRUMENT TO WHICH THE TRUST IS A
PARTY OR BY WHICH IT IS BOUND, OR RESULT IN THE CREATION OR IMPOSITION OF