TRUST AS "SECURED PARTY", SUCH SELLER AS "DEBTOR" AND DESCRIBING THE MORTGAGE
LOANS, IN THE JURISDICTIONS AND RECORDING OFFICES LISTED ON SCHEDULE 4 ATTACHED
HERETO, THE SECURITY INTERESTS GRANTED HEREUNDER IN THE MORTGAGE LOANS WILL
CONSTITUTE FULLY PERFECTED SECURITY INTERESTS UNDER THE UNIFORM COMMERCIAL CODE
IN ALL RIGHT, TITLE AND INTEREST OF SUCH SELLER IN, TO AND UNDER SUCH MORTGAGE
LOANS, WHICH CAN BE PERFECTED BY FILING UNDER THE UNIFORM COMMERCIAL CODE;
(XV)
AS OF THE DATE HEREOF, SUCH SELLER'S CHIEF EXECUTIVE OFFICE IS
LOCATED AT 33 MAIDEN LANE, NEW YORK, NEW YORK 10038.
AS OF THE DATE HEREOF, AND
DURING THE FOUR MONTHS IMMEDIATELY PRECEDING THE DATE HEREOF, SUCH SELLER'S SOLE
JURISDICTION OF ORGANIZATION IS, AND HAS BEEN, NEW YORK (WITH RESPECT TO
MORTGAGEIT) OR MARYLAND (WITH RESPECT TO MORTGAGEIT HOLDINGS);
(XVI)
SUCH SELLER'S EXACT LEGAL NAME IS, AND HAS BEEN, AS TO MORTGAGEIT,
FOR THE IMMEDIATELY PRECEDING FOUR MONTHS AND, AS TO MORTGAGEIT HOLDINGS, SINCE
ITS INCORPORATION, AS SET FORTH ON THE SIGNATURE PAGE HERETO;
(XVII)
EXCEPT AS LISTED IN SCHEDULE 3 TO THIS LOAN SALE AGREEMENT, SUCH
SELLER HAS NOT USED ANY TRADE NAMES, FICTITIOUS NAMES, ASSUMED NAMES OR "DOING
BUSINESS AS" NAMES SINCE ITS INCORPORATION;
8
(XVIII)
SUCH SELLER HAS NOT MERGED WITH, OR ACQUIRED ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF, ANY OTHER PERSON OR ENTITY WITHIN THE IMMEDIATELY
PRECEDING YEAR, EXCLUDING MORTGAGEIT'S MERGER WITH MORTGAGEIT ACQUISITION CORP.
WITH MORTGAGEIT AS THE SURVIVING CORPORATION, THAT WAS CONSUMMATED ON OR BEFORE
THE DATE HEREOF;
(XIX)
THE TRANSACTION DOCUMENTS TO WHICH SUCH SELLER IS A PARTY, ANY
OTHER DOCUMENT CONTEMPLATED HEREBY OR THEREBY AND EACH SALE OF A MORTGAGE LOAN
HAVE NOT BEEN AND WILL NOT BE ENTERED INTO FRAUDULENTLY BY SUCH SELLER HEREUNDER
OR THE CUSTODIAN, OR WITH THE INTENT TO HINDER, DELAY OR DEFRAUD ANY OF SUCH
SELLER'S CREDITORS OR THE TRUST;
(XX)
SUCH SELLER HAS COMPLIED WITH ALL APPLICABLE ANTI-MONEY LAUNDERING
LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE USA PATRIOT ACT OF 2001
(COLLECTIVELY, THE "ANTI-MONEY LAUNDERING LAWS"); SUCH SELLER HAS ESTABLISHED AN
ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM AS REQUIRED BY THE ANTI-MONEY
LAUNDERING LAWS, HAS CONDUCTED THE REQUISITE DUE DILIGENCE IN CONNECTION WITH
THE ORIGINATION OF EACH MORTGAGE LOAN FOR PURPOSES OF THE ANTI-MONEY LAUNDERING
LAWS, INCLUDING WITH RESPECT TO THE LEGITIMACY OF THE APPLICABLE MORTGAGOR AND
THE ORIGIN OF THE ASSETS USED BY THE SAID MORTGAGOR TO PURCHASE THE PROPERTY IN
QUESTION, AND MAINTAINS, AND WILL MAINTAIN, SUFFICIENT INFORMATION TO IDENTIFY
THE APPLICABLE MORTGAGOR FOR PURPOSES OF THE ANTI-MONEY LAUNDERING LAWS.
NO
MORTGAGE LOAN IS SUBJECT TO NULLIFICATION PURSUANT TO EXECUTIVE ORDER 13224 (THE
"EXECUTIVE ORDER") OR THE REGULATIONS PROMULGATED BY THE OFFICE OF FOREIGN
ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE TREASURY (THE "OFAC
REGULATIONS") OR IN VIOLATION OF THE EXECUTIVE ORDER OR THE OFAC REGULATIONS,
AND NO MORTGAGOR IS SUBJECT TO THE PROVISIONS OF SUCH EXECUTIVE ORDER OR THE
OFAC REGULATIONS NOR LISTED AS A "BLOCKED PERSON" FOR PURPOSES OF THE OFAC
REGULATIONS;
(XXI)
THE CONSIDERATION RECEIVED