ASSET PURCHASE AND SALE AGREEMENT

Execution Copy

THIS ASSET PURCHASE AND SALE AGREEMENT is made and entered into, dated and effective as of this 14 ^th day of February, 2007, by and between The New York Mortgage Company, LLC, a New York limited liability company (“Seller”), Tribeca Lending Corp., a New York corporation (“Buyer”) and, solely for the limited purposes set forth in Section 8.4 hereof, New York Mortgage Trust, Inc., a Maryland corporation (“NYMT”), and Franklin Credit Management Corporation, a Delaware corporation (“FCMC”). Buyer and Seller are collectively referred to herein as the "Parties" or individually as a "Party."

WHEREAS, Seller is, among other things, engaged in the wholesale residential mortgage loan origination business located at 1125 Route 22 West, Bridgewater, New Jersey (as further defined below, the "Origination Business"); and

WHEREAS, subject to the terms and conditions of this Agreement, Seller wishes to sell to Buyer and Buyer wishes to purchase from Seller, certain assets that relate to or are used by Seller in connection with its Origination Business, all in consideration of the Purchase Price described below and Buyer's assumption of certain liabilities and obligations of Seller, as set forth below; and

WHEREAS, Seller has determined that the Purchase Price to be paid by Buyer and Buyer's assumption of the Assumed Liabilities hereunder will constitute receipt by Seller of fair value for the Assets to be conveyed to Buyer.

NOW, THEREFORE, in consideration of the premises, the mutual representations, warranties, covenants, agreements and conditions contained herein and in order to set forth the terms and conditions of such sale and purchase and the mode of carrying the same into effect, the parties agree as follows:

1.1   Definitions.

In addition to the abbreviations and terms otherwise defined in the text of this Agreement, the following capitalized terms used herein shall have the respective meanings set forth below; the terms defined herein include the plural as well as the singular and the singular as well as the plural.

“ Acquired Intellectual Property ” means the Intellectual Property set forth on Schedule 1 hereto.

“ Acquisition Proposal ” has the meaning set forth in Section 7.6.

“ Affiliates ” with respect to any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agency ” means FHA or any other part of the Department of Housing and Urban Development, VA, FNMA, FHLMC, GNMA, any other Governmental Authority or any other state agency or entity with authority to regulate the mortgage-related activities of Seller or to determine the investment or servicing requirements with regard to mortgage loan origination, purchasing or servicing performed by Seller, as applicable.

“ Agreement ” means this Asset Purchase and Sale Agreement, as the same may be amended or supplemented in accordance with its terms, including all Exhibits and Schedules attached hereto or delivered pursuant hereto.

“ Applicable Law ” means any order, writ, injunction, decree, judgment, ruling, law, decision, opinion, statute, rule or regulation of any governmental, judicial, legislative, executive, administrative or regulatory authority of the United States, or of any state, local or foreign government or any subdivision thereof, or of any Governmental Authority that is applicable to Seller, the Origination Business or the Acquired Assets, including the federal Fair Housing Act, federal Equal Credit Opportunity Act and Regulation B, federal Fair Credit Reporting Act, federal Truth in Lending Act and Regulation Z, National Flood Insurance Act of 1968, federal Flood Disaster Protection Act of 1973, federal Real Estate Settlement Procedures Act and Regulation X, federal Fair Debt Collection Practices Act, federal Home Mortgage Disclosure Act, and state and local consumer credit and usury codes and laws, including laws relating to “predatory” or “high cost” lending.

“ Applicable Requirements ” means and includes, as of the time of reference, with respect to the origination, purchase, sale or servicing of the Pipeline Mortgage Loans all of the following: (i) all contractual obligations of Seller, including but not limited to the those under any Mortgage Note, Mortgage or other document or any commitment or other contractual obligation relating to a Pipeline Mortgage Loan, including any Investor Commitment, and all other contractual obligations to any Agency, Insurer or Investor, (ii) all applicable underwriting, selling and servicing guidelines of Seller or any Investor or Insurer, (iii) all other applicable requirements and guidelines of any Agency, and (iv) all Applicable Law.

“ Assets ” or “ Acquired Assets ” means the following assets of Seller: (i) the Pipeline Mortgage Loans; (ii) the Furniture, Fixtures and Equipment; (iii) all rights of Seller under the Assumed Leases (inclusive of all rights in security deposits and other sums owing to lessee in connection therewith) and Assumed Broker Agreements; (iv) the Supplies; (v) all of Seller’s rights, title and interest in, to and under Acquired Intellectual Property, and the right to sue for past, present, or future infringement and to collect and retain all damages and profits related to the foregoing; (vi) the Goodwill; (vii) originals or copies of all books, records, working papers, analytical models, work product, correspondence, memoranda and other documentation (collectively, “Documents”) to the extent related to the assets referred to in clauses (i) through (vi) of this definition, to the extent in use in the conduct of the Origination Business or ordinarily located at the Origination Premises. In no case shall the Acquired Assets include any Excluded Assets.

“ Assignment and Assumption Agreement ” means the assignment and assumption agreement substantially in the form attached hereto as Exhibit J .

“ Assumed Broker Agreements ” means the agreement or agreements (including all exhibits and schedules thereto and all amendments and supplements thereof) between Seller and mortgage brokers for the acquisition of or funding by Seller of mortgage loans that are listed in Exhibit B attached hereto and by reference made a part hereof.

“ Assumed Leases ” means the Origination Premises Lease and other lease agreements with respect to the Origination Premises and the Furniture, Fixtures and Equipment more particularly described in Exhibit A .

“ Assumed Liabilities ” means only those obligations of Seller, if any, arising on and after the Closing Date: (i) with respect to the Pipeline Mortgage Loans; (ii) under the Assumed Broker Agreements to the extent pertaining to the Pipeline Mortgage Loans, but only to the extent the assignment and assumption of the Assumed Broker Agreements will not constitute a breach thereof or in any way adversely affect the benefits, rights or obligations thereunder being assigned by Seller to Buyer; (iii) under the Assumed Leases, but only to the extent the assignment and assumption of the Assumed Leases will not constitute a breach thereof or in any way adversely affect the benefits, rights or obligations thereunder being assigned by Seller to Buyer; and (iv) other routine and immaterial obligations and ongoing expenses of the Origination Business (such as water delivery and landscaping services) arising in respect of services performed on and after the Closing, which arrangements may be terminated without a fee on less than thirty (30) days’ notice.

“ Bill of Sale ” means a bill of sale, substantially in the form attached hereto as Exhibit K .

“ Broker Assignment and Assumption Agreement ” means the Contract Assignment and Assumption Agreement, between Buyer and Seller, with respect to the assignment and assumption of the Assumed Broker Agreements, substantially in the form attached hereto as Exhibit H .

“ Broker Management Software ” means that certain broker tracking and management software developed for Seller by Synechron on a work-for-hire basis.

“ Buyer ” means Tribeca Lending Corp., a New York corporation, its successors in interest and assigns.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Copyrights ” means all domestic and foreign copyright interests in any original work of authorship, whether registered or unregistered, published or unpublished, including all copyright registrations or foreign equivalent, all applications for registration or foreign equivalent, all moral rights, all common-law rights, all work for hire and all rights to register and obtain renewals and extensions of copyright registrations, together with all other copyright interests accruing by reason of international copyright convention.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Excluded Assets ” means the following assets of Seller, which are expressly excluded from the Acquired Assets: (a) the consideration delivered by Buyer to Seller pursuant to this Agreement; (b) cash, cash equivalents, notes receivable and securities; (c) all mortgage loans and accounts receivable, except those with respect to Pipeline Mortgage Loans; (d) all articles of incorporation and similar organizational documents, corporate seals, minute books and other records of corporate proceedings; (e) all trade names, trademarks, service marks and other rights to the names "NYMC", "The New York Mortgage Company" and any derivative thereof; (f) all insurance policies and all claims, refunds and credits from insurance policies due or to become due to Seller or its affiliates, except to the extent such policies and all claims, refunds and credits relate to Acquired Assets and/or Assumed Liabilities arising from and after the Closing; (g) all tax credits and refunds due or to become due to Seller or its Affiliates, except to the extent such credits and refunds relate to Acquired Assets and/or Assumed Liabilities from and after the Closing; and (h) all other assets owned by Seller and not specifically included in the Acquired Assets.

“ FHA ” means the Federal Housing Administration of the Department of Housing and Urban Development of the United States and any successor thereto.

“ FHLMC ” means the Federal Home Loan Mortgage Corporation and any successor thereto.

“ FNMA ” means the Federal National Mortgage Association and any successor thereto.

“ Final Payment Date ” means the date on which the Purchase Price is paid to Seller pursuant to this Agreement.

“ Furniture, Fixtures and Equipment ” means (i) the furniture and equipment owned by Seller as of the Closing Date, ordinarily located at the Origination Premises and used in connection with the Origination Business, (ii) furniture and equipment that is described in Exhibit C attached hereto and by reference made a part hereof, and (iii) all leasehold improvements made to the Origination Premises, including fixtures.

“ GNMA ” means the Government National Mortgage Association and any successor thereto.

“ Goodwill ” means all goodwill associated with the Origination Business, including the right of Buyer to represent itself to third parties as the successor in interest to the Origination Business.

“ Governmental Authority ” means any federal, state or municipal agency, department, commission, Agency or other governmental authority, including any domestic or foreign court or tribunal of competent jurisdiction.

“ Insurer ” means a Person who (i) insures or guarantees all or any portion of the risk of loss on any Residential Mortgage Loan, including any Agency and any provider of private mortgage insurance, standard hazard insurance, flood insurance, earthquake insurance or title insurance with respect to any Residential Mortgage Loan or the property securing such Residential Mortgage Loan or (ii) provides any fidelity bond, direct surety bond, letter of credit, other credit enhancement instrument or errors and omissions policy.

“ Intellectual Property ” means all intellectual property rights worldwide, whether owned, used or licensed (as licensor or licensee) by Seller or the Origination Business, or that has been used in, or is held for use in, the Origination Business or in any product, service, technology or process whether currently or formerly offered by Seller or the Origination Business, or currently under development by Seller or the Origination Business, including Copyrights, Marks (including the Service Marks), Trade Secrets, Inventions and all improvements thereto, Know How, Software (including the Broker Management Software), other intellectual property or proprietary rights and claims or causes of action arising out of or related to any infringement, misappropriation or other violation of any of the foregoing, including rights to recover for past, present and future violations thereof and associated goodwill.

“ Inventions ” means novel devices, processes, compositions of matter, methods, techniques, observations, discoveries, apparatuses, machines, designs, expressions, theories and ideas, whether or not patentable.

“ Investor ” means, with respect to any Residential Mortgage Loan or Investor Commitment, the Agency or any other Person who owns such Residential Mortgage Loan, is party to such Investor Commitment, or will otherwise own such Residential Mortgage Loan upon its purchase from Seller, or Buyer as successor pursuant to this Agreement.

“ Investor Commitment ” means the optional or mandatory commitment of Seller to sell to any Investor, or any Investor to purchase from Seller, a Residential Mortgage Loan or an interest therein owned by or to be originated or acquired by Seller, or Buyer as successor pursuant to this Agreement.

“ Know How ” means all scientific, engineering, mechanical, electrical, financial, marketing or practical knowledge or experience useful in the operation of the Origination Business.

“ Lessor ” means First States Investors 5200 LLC, the lessor under the Origination Premises Lease.

“ Liabilities ” means any and all liabilities and obligations of every nature or kind (whether accrued, absolute, contingent or otherwise and whether asserted or unasserted, known or unknown and whether due or to become due).

“ Lien ” means any lien, claim, mortgage, security interest, pledge, charge, easement, servitude or other encumbrance of any kind, including any thereof arising under any conditional sales or other title retention agreement.

“ Loss ” means any liability, loss, cost, damage, penalty, fine, interest, obligation or expense of any kind whatsoever (including, without limitation, reasonable attorneys', accountants', consultants' or experts' fees and disbursements) actually incurred by Buyer or Seller, as applicable.

“ Marks ” means all domestic and foreign trademarks, trade dress, service marks, trade names, business names, icons, logos, slogans, and any other indicia of source or sponsorship of goods and services, symbols, designs and logotypes related to the above, in any and all forms, all trademark registrations and applications for registration related to such trademarks (including intent to use applications and any extensions, modifications or renewals of the same), and all goodwill related to the foregoing.

“ Material Adverse Effect” means any change or changes or effect or effects that, individually or in the aggregate, is or may reasonably be expected to result in a Loss that exceeds Fifty Thousand Dollars ($50,000) or is reasonably expected to prevent or materially hinder a Party's ability to perform its obligations under this Agreement.

“ Mortgage ” means with respect to a Residential Mortgage Loan, a mortgage, deed of trust or other security instrument creating an lien upon or other security interest in real property and any other property described therein, including an individual unit in a condominium or a planned unit development, or stock in a cooperative ownership development, that secures a Mortgage Note.

“ Mortgage Note ” means, with respect to a Residential Mortgage Loan, a promissory note or notes, or other evidence of indebtedness, with respect to such Loan secured by a Mortgage or Mortgages.

“ Origination Business ” means the wholesale residential mortgage loan origination business engaged in by Seller at the Origination Premises (defined below) immediately prior to Closing.

“ Origination Premises ” means the office space leased under and as further described in the Origination Premises Lease.

“ Origination Premises Lease ” means the Office Lease Agreement dated as of June 21, 2005, as amended by that certain First Amendment to Office lease dated as of September 30, 2005, between First States Investors 5200 LLC and Seller, with respect to the Origination Premises.

“ Permits ” means licenses, permits, authorizations and approvals issued or granted by any Governmental Authority.

“ Person ” means an individual, corporation, partnership, joint venture, association, joint stock company, trust or unincorporated organization or a federal, state, city, municipal or foreign government or an agency or political subdivision thereof.

“ Pipeline Mortgage Loans ” means all registrations for and applications from prospective borrowers for Residential Mortgage Loans that have been put into process by the Origination Business prior to 12:01 a.m. on the Closing Date, and (i) which have not been closed or funded by Seller prior to the Closing Date and (ii) which are listed on the Pipeline Mortgage Loan Schedule as mutually agreed by Buyer and Seller.

“ Pipeline Mortgage Loan Schedule ” means the schedule mutually agreed by Buyer and Seller setting forth information with respect to each Pipeline Mortgage Loan, including information necessary to effect the calculations required by Sections 2.3 and 2.4 of this Agreement.

“ Purchase Price ” means the aggregate amount required to be paid pursuant to Section 2.3 below (net of any and all adjustments or deductions as provided therein).

“ Residential Mortgage Loan ” means a loan evidenced by a Mortgage Note and secured by a Mortgage.

“ Return ” means any report, return or other information required to be supplied to a Government Entity by Seller in connection with Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes Seller or any Affiliate.

“ Seller ” means The New York Mortgage Company, LLC, a New York limited liability company, or its successors in interest or assigns.

“ Service Marks ” means all ownership and use rights to the unregistered marks “EZ Alt-A”, “E-Z Alt-A” and “Mortgage Power” as used to refer to mortgage instruments and any Marks associated therewith and derivatives thereof.

“ Software ” means the computer programs and/or software programs set forth on Schedule 1 hereto (including all documentation related thereto and ordinarily located at the Origination Premises).

“ Supplies ” means all consumable supplies owned by Seller that relate to or are used in connection with the Origination Business and that are located at the Origination Premises.

“ Tax ” or “ Taxes ” means all taxes, charges, fees, levies or other assessments (including income, gross receipts, gains, profits, transfer, ad valorem, value added, stamp, excise, real property, personal property, sales, use, production, recording, license, payroll, transfer, net worth, capital, business and occupation, disability, social security, employment severance, unemployment, franchise or withholding taxes), imposed (whether directly or by withholding) by any Governmental Authority and includes any estimated tax, assessment interest and penalties (civil or criminal) or additions to tax. It shall include any obligations of the Seller in connection with or related to any tax sharing or similar arrangements between the Seller and any other Person.

“ Trade Secrets ” means any formula, design, device or compilation, or other information which is used or held for use by a business, which gives the holder thereof an advantage or opportunity for advantage over competitors which do not have or use the same, and which is not generally known by the public, including formulas, algorithms, market surveys, market research studies, client lists, customer lists, databases, models, information contained on drawings and other documents, methodologies, and information relating to the performance of valuation services.

“ Transaction Documents ” means any agreements, instruments or other documents delivered pursuant to this Agreement, including those described in Section 5.6.  

“ Transferred Employee” or “Transferred Employees ” shall mean the individual(s) listed on Exhibit D employed by Seller who are engaged in the Origination Business (excluding those individuals who are on temporary leave for medical, family, military, personal or other reasons).

“ VA ” means the Veterans Administration of the United States and any successor thereto.

1.2   Other Defined Terms .

In addition to the terms defined in Section 1.1, the following terms are defined in the Sections indicated below.

2.1   Purchase and Sale of Assets.

Subject to the terms, conditions and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the Assets in consideration of the payment of the Purchase Price and the assumption of the Assumed Liabilities, as hereinafter provided. In no case shall the Acquired Assets include any Excluded Assets.

On the Closing Date, Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens (except Assumed Liabilities and Liens for Taxes not yet due and payable), and Buyer shall purchase from Seller, the Assets.

2.2   Assumption of Liabilities.

Notwithstanding anything to the contrary herein, Seller and Buyer agree that Buyer is not under any obligation to close any Pipeline Mortgage Loans in connection with which Seller, the broker or correspondent, including any employees or agents of Seller, broker or correspondent, has engaged in unlicensed mortgage activity or mortgage activity from an unlicensed location or was otherwise in violation of Applicable Requirements.

2.3   Purchase Price.

Buyer shall pay to Seller for the sale, conveyance transfer, assignment and delivery of the Assets the sum of the following amounts (the “Purchase Price”):

2.4   Timing of Payments and Adjustments.

The various elements of the Purchase Price shall be paid and adjusted as follows:

2.5   Method of Payment.

Unless otherwise stated, all payments under this Agreement to either party by the other shall be made in immediately available funds (a) by wire transfer to an account designated in writing by the receiving party, which account information shall be provided to the other party at least two (2) business days notice prior to payment, or (b) as otherwise mutually agreed by Buyer and Seller.

2.6   Proration of Expenses and Fees.

2.7   Closing.

The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Seller or its counsel at 11:00 a.m., local time, on February 22, 2007, unless another location or time or place is mutually agreed upon by the parties in writing (the “Closing Date”). The Closing shall be effective as of 12:01 a.m. on the Closing Date. At the Closing, (i) ownership of the Assets shall be transferred to Buyer by Seller; (ii) Buyer shall remit to Seller the applicable portion of the Purchase Price as determined in accordance with Sections 2.3 and 2.4(a); and (iii) Buyer or Seller, as applicable, shall remit to the other Estimated Net Closing Date Charges. In the event that prior to or on the Closing Date, any one or more of the conditions precedent to either Buyer’s or Seller’s obligation to perform under Articles V or VI have not been satisfied, then the party whose performance is conditioned upon the satisfaction of such condition precedent may, at its sole discretion exercised in writing, either waive the condition or extend from time to time the period of time for the condition to be satisfied.

2.8   Post-Closing Adjustments .

In the event, on the Closing Date, the precise figures necessary for any calculation are not known, the calculation shall be made based on the best information available on the Closing Date, and adjustments shall be made promptly after Closing whenever precise figures are available, but no later than 1 year after the Closing Date. If, subsequent to the payment of the Purchase Price or the payment of any amounts due hereunder to either party, for any reason the Purchase Price or such other amount is found to be inaccurate or in error, the party benefiting from the inaccuracy or error shall pay an amount sufficient to correct and reconcile the Purchase Price and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amount shall be paid to the proper party within ten (10) business days from receipt of satisfactory written verification of amounts due.

Seller hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date as follows:

3.1   Organization.

Seller is a New York limited liability company and is duly organized and validly existing under the laws of the State of New York and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on the Origination Business as now being conducted.

3.2   Authority; Consent and Approvals.

3.3   Binding Agreement.

This Agreement has been duly executed and delivered by a duly authorized officer of Seller and by a duly authorized officer of NYMT and constitutes each such party’s legal, valid and binding obligation. Assuming that this Agreement is duly authorized, executed and delivered by Buyer and FCMC, this Agreement is enforceable against Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, receivership, conservatorship or similar laws affecting the rights of creditors generally or equitable principles limiting the right to obtain specific performance or other similar relief (the “Enforceability Exception”). Assuming that this Agreement is duly authorized, executed and delivered by Buyer and FCMC, this Agreement is enforceable against NYMT in accordance with its terms, subject to the Enforceability Exception. The Transaction Documents to which Seller is a party will, when executed and delivered by Seller at Closing, constitute legal, valid and binding obligations of Seller, and, assuming that the Transaction Documents are duly authorized, executed and delivered by the other parties thereto, are enforceable against Seller in accordance with their terms, subject to the Enforceability Exception.

3.4   Title to Assets; Marketability.

3.5   Leases.

True, correct and complete copies of the Assumed Leases are included with Exhibit A , and the Assumed Leases are valid, binding, and enforceable in accordance with their respective terms, subject to the Enforceability Exception. There are no existing defaults or circumstances which, with notice or the passage of time or otherwise, would constitute defaults, by Seller or, to the knowledge of Seller, any other party to the Assumed Leases. The security deposit under the Origination Premises Lease as of the Closing Date will be $6933.00 and, to Seller’s knowledge, there is no claim by the Lessor against any or all of such security deposit and no facts or circumstances exist that would serve as a basis for such a claim.

3.6   Litigation.

To Seller’s knowledge, there is no action, suit, proceeding or investigation of any kind pending or, to Seller’s knowledge, threatened against or affecting the Origination Business before any Governmental Authority, quasi-governmental organization, securities exchange, or arbitrator of any kind which, would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Seller contemplated herein or which in any manner challenges or seeks to prevent, enjoin, alter or would likely materially delay or impair the transactions contemplated by this Agreement, except in each case for actions which, if adversely determined, would not have a Material Adverse Effect on Seller or Buyer.

3.7   No Commissions to Third Parties.

Other than Milestone Advisors, LLC whose fee will be paid by Seller, Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with the transactions contemplated hereby.

3.8   Good Standing.

Seller is a mortgage lender and servicer in good standing with each Agency and all other Governmental Authorities to the extent required with respect to the Origination Business.

3.9   Regulatory Matters.

There are no pending or, to the knowledge of Seller, threatened, disputes or controversies between Seller and any federal state or local Governmental Authority or any Agency in connection with, directly related to, or that would affect the Origination Business except in each case for disputes or controversies which, if adversely determined, would not have a Material Adverse Effect on Seller or Buyer.

3.10   Compliance with Law .

3.11   Defaults .

The execution, delivery, and performance by Seller and NYMT of this Agreement and the consummation of the transactions contemplated by this Agreement will not, (a) violate any provision of the charter or organizational documents of Seller or NYMT, (b) result in any breach or violation of, or be in conflict with or constitute (with or without due notice or lapse or time or both) a default, or give rise to any right of termination, modification, cancellation, or acceleration under (i) any term of any agreement or instrument to which Seller or NYMT is a party or by which Seller or NYMT or any of their respective assets or properties is bound, including the Assumed Leases, Assumed Broker Agreements and the Origination Premises Lease, (ii) Applicable Law, or (iii) any Applicable Requirements, including any that, if exercised, would impair Seller’s or NYMT’s ability, financial or otherwise, to perform their respective obligations under and consummate the transactions contemplated by this Agreement, or (c) result in the creation or imposition of any lien upon any of the Assets.

3.12   Consents.

Except as set forth on Schedule 3.12 (collectively, the “Seller Required Consents”), to Seller’s knowledge, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, Agency or any other Person is required to be made or obtained by Seller or NYMT in connection with the execution, delivery or performance of this Agreement or the applicable Transaction Documents by Seller and NYMT, as applicable.

3.13   Assumed Broker Agreements .

Seller has delivered to Buyer true, correct and complete copies of the Assumed Broker Agreements, each of which is an executed original or is a certified copy of the original. Each of the Assumed Broker Agreements is valid, binding and enforceable in accordance with their respective terms, subject to the Enforceability Exception. Each of the Assumed Broker Agreements in full force and effect and has not been amended, modified, or altered except as the same shall have been provided to Buyer. Seller has performed all obligations required to be performed by it as of the Closing Date and is not in default thereunder, and no event has occurred and remains incurred which constitutes or which, with notice or the passage of time or otherwise, would constitute a default or result in a right of acceleration, termination or any similar right by any party under any such Assumed Broker Agreement. Seller will make and be responsible for all payments under the Assumed Broker Agreements with respect to mortgage loans that closed in the name of Seller on or before the Closing Date. To the knowledge of Seller, there are no existing defaults or circumstances which, with notice or the passage of time or otherwise, would constitute defaults, by any other party to the Assumed Broker Agreements. No Assumed Broker Agreement prohibits assignment to Buyer as contemplated in the Broker Assignment and Assumption Agreement.

3.14   Employment -Related Matters .

Seller has provided to Buyer a true and complete list of the Transferred Employees. Each Transferred Employee is employed on an at-will basis and, except as shall have been terminated at or before the Closing, Seller does not have any written or oral agreement with any such Transferred Employee which would interfere with Seller’s ability to discharge such personnel or Buyer’s ability to hire such personnel. The Seller is not a party to or bound by any employment agreement (express or implied), collective bargaining agreement, or other contract or agreement with any labor organization, or other representative of any of the Seller’s employees nor is any such contract or agreement presently being negotiated with respect to the Origination Business and or Transferred Employees.

3.15   Origination Premises Lease .

Seller has a valid and enforceable leasehold interest in the premises covered by the Origination Premises Lease and such interest is free and clear of all Liens, except as set forth in said lease. Neither the Origination Premises Lease nor the premises demised thereunder has been assigned, sublet or licensed by Seller. Seller has not exercised, nor given notice of its exercise, of any renewal or termination option under the Origination Premises Lease. Seller has received no notices from the Lessor regarding potential relocation of Seller pursuant to Article 12 of the Origination Premises Lease. The Origination Premises Lease is in full force and effect and is the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to the Enforceability Exception. There are no existing defaults or circumstances which, with the notice or passage of time or otherwise, would constitute defaults, by Seller or to the knowledge of Seller, any other party to the Origination Premises Lease.

3.16   Intellectual Property

3.17   Pipeline Mortgage Loans