RENAISSANCE MORTGAGE ACCEPTANCE
CORP.
as Purchaser,
RENAISSANCE REIT INVESTMENT
CORP.
as Seller,
and
DELTA FUNDING CORPORATION
as Originator
__________________________
MORTGAGE LOAN SALE AND CONTRIBUTION
AGREEMENT
Series 2006-3
Dated as of September 28,
2006
__________________________
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
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ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED
PROVISIONS
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ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
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Representations
and Warranties
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Substitution of
Mortgage Loans
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ARTICLE IV
SELLER’S COVENANTS
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ARTICLE V
INDEMNIFICATION BY THE
ORIGINATOR
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Limitation on
Liability of the Originator and the Seller
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ARTICLE VI
TERMINATION
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ARTICLE VII
ADMINISTRATIVE DUTIES
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Additional
Information to be Furnished
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ARTICLE VIII
MISCELLANEOUS PROVISIONS
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Severability of
Provisions
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Successors and
Assigns; Assignment of Purchase Agreement
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MORTGAGE LOAN
SCHEDULEA-1
This MORTGAGE LOAN SALE AND CONTRIBUTION
AGREEMENT (this “Agreement”), dated as of September 28,
2006, is made among Renaissance REIT Investment Corp. (the
“Seller”), Renaissance Mortgage Acceptance Corp. (the
“Purchaser”) and Delta Funding Corporation (the
“Originator”).
W I T N
E S S E
T H :
WHEREAS, the Seller owns the Mortgage Loans
indicated on the Mortgage Loan Schedule attached as Exhibit A
hereto (the “Mortgage Loans”), including rights to (a)
any property acquired by foreclosure or deed in lieu of foreclosure
or otherwise, (b) the proceeds of any insurance policies covering
the Mortgage Loans and (c) its rights with respect to the Interest
Rate Swap Agreement; and
WHEREAS, the parties hereto desire that the
Seller sell the Mortgage Loans to the Purchaser and transfer its
rights under the Interest Rate Swap Agreement to the Purchaser, and
that the Originator make certain representations and warranties on
the Closing Date and undertake certain obligations on the Closing
Date with respect to such Mortgage Loans, in each case pursuant to
the terms of this Agreement; and
WHEREAS, pursuant to the terms of an Amended and
Restated Trust Agreement dated as of September 28, 2006 (the
“Trust Agreement”), among the Purchaser, as depositor,
Wilmington Trust Company, as owner trustee (the “Owner
Trustee”) and Wells Fargo Bank, N.A., as certificate
registrar and certificate paying agent, the Purchaser will convey
the Mortgage Loans to the Issuer; and
WHEREAS, pursuant to the terms of a Servicing
Agreement dated as of September 28, 2006 (the “Servicing
Agreement”), among Wells Fargo Bank, N.A., as master servicer
(the “Master Servicer”) and securities administrator
(the “Securities Administrator”), Ocwen Loan Servicing,
LLC, servicer (the “Servicer”), Renaissance Home Equity
Loan Trust 2006-3, as issuer (the “Issuer”) and HSBC
Bank USA, National Association, as indenture trustee (the
“Indenture Trustee”), the Servicer will service the
Mortgage Loans directly or through one or more Subservicers and the
Master Servicer will provide master servicing functions;
and
WHEREAS, pursuant to the terms of an Indenture
dated as of September 28, 2006 (the “Indenture”),
between the Issuer, the Indenture Trustee and the Securities
Administrator, the Issuer will pledge the Mortgage Loans to the
Indenture Trustee and issue and transfer to the Purchaser the
Asset-Backed Notes, Series 2006-3 (collectively, the
“Notes”), representing debt of the Issuer;
and
WHEREAS, the parties intend these transactions
to be treated for federal, state and local tax purposes as the
retention by the Seller of ownership of the Mortgage Loans and
issuance by the Seller of secured indebtedness evidenced by the
Notes, and have mutually covenanted to treat the transactions
consistent with that intent for all federal, state and local tax
purposes;
NOW, THEREFORE, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
. For all purposes of this Mortgage
Loan Sale and Contribution Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Definitions attached to the
Indenture as Appendix A, which is incorporated by reference herein.
All other capitalized terms used herein shall have the meanings
specified herein.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED
PROVISIONS
Section 2.1
Sale of Mortgage Loans
.
(a) The Seller, concurrently with the execution and
delivery of this Agreement, does hereby sell, transfer, assign, set
over and otherwise convey, to the Purchaser, without recourse,
(subject to Sections 2.2 and 3.1) (i) all of its right, title and
interest in and to each Mortgage Loan, including the Cut-Off Date
Principal Balance and all collections in respect of interest and
principal received after the Cut-Off Date (other than payments in
respect of accrued interest and principal due on or before
September 1, 2006); (ii) property which secured such Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iii) its interest in any insurance policies in
respect of the Mortgage Loans and (v) all proceeds of any of
the foregoing.
(b) In connection with such transfer, assignment and
conveyance the Seller shall deliver to, and deposit with, the
Indenture Trustee or the Custodian on behalf of the Indenture
Trustee, on or before the Closing Date, the following documents or
instruments with respect to each Mortgage Loan (the “Related
Documents”) and the related Mortgage Loan Schedule in
computer readable format:
(i) The original Mortgage Note, with all prior and
intervening endorsements showing a complete chain of endorsements
from the originator of the Mortgage Loan to the Person so endorsing
the Mortgage Loan to the Indenture Trustee, endorsed by such Person
“Pay to the order of HSBC Bank USA, National Association, as
Indenture Trustee under the applicable agreement, without
recourse” and signed, by facsimile or manual signature, in
the name of the Seller by a Responsible Officer;
(ii) For each Mortgage Loan (regardless of whether of
not such Mortgage Loan is a MERS Mortgage Loan), any of: (1) the
original Mortgage and related power of attorney, if any, with
evidence of recording thereon or electronic confirmation acceptable
to prudent lenders that the Mortgage was filed pursuant to an
e-filing system recognized by the related county filing office, (2)
(A) a copy of the Mortgage, if any, certified as a true copy of the
original Mortgage by a Responsible Officer of the Seller by
facsimile or manual signature or by the closing attorney or by an
officer of the title insurer or agent of the title insurer that
issued the related title insurance policy, in such case, if the
original has been transmitted for recording until such time as the
original is returned by the public recording office and (B) a copy
of the related power of attorney, if any, or (3) a copy of the
original recorded Mortgage and a copy of the related power of
attorney, if any, certified by the public recording office. For
each Mortgage Loan that is a MERS Mortgage Loan, the original
Mortgage, noting the presence of the MIN of the related Mortgage
Loan and either language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was
not a MOM Loan at origination, the original Mortgage and the
assignment thereof to MERS, with evidence of recording indicated
thereon, or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been
recorded;
(iii) For each Mortgage Loan, the original Assignment
of Mortgage in recordable form, from the Seller in blank, or to
“HSBC Bank USA, National Association, as Indenture Trustee
under the applicable agreement”;
(iv) The original lender’s title insurance
policy or a true copy thereof or, if such original lender’s
title insurance policy has been lost, a copy thereof certified by
the appropriate title insurer to be true and complete or, if such
lender’s title insurance policy has not been issued as of the
Closing Date, a marked up commitment (binder) to issue such
policy;
(v) For each Mortgage Loan that was not a MERS
Mortgage Loan at its origination, all intervening assignments, if
any, showing a complete chain of assignments from the originator to
the Seller, including any recorded warehousing assignments, with
evidence of recording thereon, or a copy thereof certified by a
Responsible Officer of the Seller by facsimile or manual signature,
or by the closing attorney or by an officer of the title insurer or
agent of the title insurer that issued the related title insurance
policy, as a true copy of the original of such intervening
assignments if the original has been transmitted for recording
until such time as the original is returned by the public recording
office or a copy of the original recorded intervening assignments
certified by the public recording office;
(vi) Originals of all assumption, written assurance,
substitution and modification agreements, if any; and
(vii) In the case of a Cooperative Loan, the originals
of the following documents or instruments:
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1.
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The Cooperative
Shares, together with a stock power in blank;
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2.
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The executed
Security Agreement;
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3.
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The executed
Proprietary Lease;
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4.
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The executed
Recognition Agreement;
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5.
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The executed
assignment of Recognition Agreement;
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6.
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The executed
UCC-1 financing statements with evidence of recording thereon which
have been filed in all places required to perfect the
Seller’s interest in the Cooperative Shares and the
Proprietary Lease; and
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7.
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Executed UCC-3
financing statements or other appropriate UCC financing statements
required by state law, evidencing a complete and unbroken line from
the mortgagee to the Trustee with evidence of recording thereon (or
in a form suitable for recordation).
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In addition, in connection with the assignment
of any MERS Mortgage Loan, the Seller agrees that it will cause, at
the Seller’s expense, the MERS® System to indicate that
such Mortgage Loans have been assigned by the Seller to the
Indenture Trustee in accordance with this Agreement for the benefit
of the Noteholders, by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files the information required by the
MERS® System to identify the series of Notes issued in
connection with such Mortgage Loans. The Seller further agrees that
it will not, and will not permit the Servicer or the Master
Servicer to alter the information referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance
with the terms of this Agreement.
In instances where, for a Mortgage Loan that is
not a MERS Mortgage Loan, the original recorded Mortgage is not
delivered as provided above, and in instances where intervening
assignments called for by clause (v) above are unavailable, the
Seller will deliver or cause to be delivered the original recorded
Mortgage and intervening assignments to the Indenture Trustee or
the Custodian on behalf of the Indenture Trustee promptly upon
receipt thereof but in no event later than one year after the
Closing Date.
The Seller hereby confirms to the Purchaser that
it has caused the portions of the Electronic Ledger relating to the
Mortgage Loans to be clearly and unambiguously marked, and has made
the appropriate entries in its general accounting records, to
indicate that such Mortgage Loans have been transferred to the
Indenture Trustee, as designee of the Purchaser, and constitute
part of the Trust in accordance with the terms of the trust created
hereunder.
(c) The parties hereto intend that the transactions
set forth herein be a sale by the Seller to the Purchaser of all
the Seller’s right, title and interest in and to the Mortgage
Loans and other property described above and the sale by the
Purchaser to the Trust of all the Purchaser’s right, title
and interest in and to the Mortgage Loans and other property
described above. In the event either transaction set forth herein
is deemed not to be a sale, the Seller hereby grants to the
Purchaser, and the Purchaser hereby grants to the Indenture
Trustee, a security interest in all of its respective right, title
and interest in, to and under the Mortgage Loans and other property
described above; and this Agreement shall constitute a security
agreement under applicable law. The Seller and the Purchaser shall,
to the extent consistent with this Agreement, take such actions as
may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such
throughout the term of the Agreement.
Except as may otherwise expressly be provided
herein, neither the Seller nor the Purchaser shall assign, sell,
dispose of or transfer any interest in the Trust or any portion
thereof, or permit the Trust or any portion thereof to be subject
to any lien, claim, mortgage, security interest, pledge or other
encumbrance of, any other Person.
In the event that the parties hereto have failed
to transfer the entire legal ownership in and to each Mortgage Loan
to the Trust, the parties hereto intend that this document operate
to transfer the entire equitable ownership interest in and to each
Mortgage Loan to the Trust.
(d) Except with respect to any MERS Mortgage Loan,
within thirty (30) days of the Closing Date, the Seller, at its own
expense, shall prepare and send for recording the Assignments of
Mortgage in favor of the Indenture Trustee, in the appropriate real
property or other records. With respect to any Assignment of
Mortgage as to which the related recording information is
unavailable within thirty (30) days following the Closing Date,
such Assignment of Mortgage shall be submitted for recording within
thirty (30) days after receipt of such information but in no event
later than one year after the Closing Date. The Indenture Trustee
or the Custodian on behalf of the Indenture Trustee shall be
required to retain a copy of each Assignment of Mortgage submitted
for recording. In the event that any such Assignment of Mortgage is
lost or returned unrecorded because of a defect therein, the Seller
shall promptly prepare a substitute Assignment of Mortgage or cure
such defect, as the case may be, and thereafter the Seller shall be
required to submit each such Assignment of Mortgage for recording.
Any failure of the Seller to comply with this Section 2.1(d) shall
result in the obligation of the Seller to purchase or substitute
for the related Mortgage Loans pursuant to the provisions of
Section 2.2.
(f) If the Seller is given notice that a Mortgage
File is defective or incomplete and if the Seller does not correct
or cure such omission or defect within the 90-day period specified
in this Section 2.1(f), the Seller shall purchase such Mortgage
Loan from the Trust on the Determination Date in the month
following the month in which such 90-day period expired at the
Purchase Price of such Mortgage Loan. At any time the Seller
exercises its option to repurchase any Mortgage Loan pursuant to
Section 3.1, the Seller shall notify the Purchaser, the Servicer,
the Master Servicer, the Securities Administrator and the Indenture
Trustee of any such repurchase no later than five Business Days
prior to the Determination Date of the month in which it wishes to
repurchase such Mortgage Loans and the Seller shall repurchase such
Mortgage Loan from the Trust on such Determination Date. The
Purchase Price for any purchased or repurchased Mortgage Loan shall
be delivered to the Servicer for deposit in the Collection Account
no later than the applicable Determination Date; and, upon receipt
by the Indenture Trustee or the Custodian on behalf of the
Indenture Trustee of written notification of such deposit signed by
a Responsible Officer of the Seller, the Indenture Trustee or the
Custodian on behalf of the Indenture Trustee shall, in accordance
with Section 3.07 of the Servicing Agreement, release to the Seller
the related Mortgage File and the Indenture Trustee or the
Custodian shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to
vest in the Seller or its designee any Mortgage Loan released
pursuant hereto. It is understood and agreed that the obligation of
the Seller to purchase any Mortgage Loan as to which a material
defect in or omission of a constituent document exists shall
constitute the sole remedy against the Seller respecting such
defect or omission available to the Servicer (in its role as such),
the Master Servicer, the Noteholders, the Securities Administrator
or the Indenture Trustee on behalf of Noteholders. If pursuant to
the foregoing provisions the Seller repurchases a Mortgage Loan
that is a MERS Mortgage Loan, the Seller shall cause the Servicer,
at the Seller’s expense, to either (i) cause MERS to execute
and deliver an Assignment of Mortgage in recordable form to
transfer the Mortgage from MERS to the Seller and shall cause such
Mortgage to be removed from registration on the MERS® System
in accordance with MERS’ rules and regulations or (ii) cause
MERS to designate on the MERS® System the Seller as the
beneficial holder of such Mortgage Loan.
The Seller, promptly following the transfer of
(i) a Mortgage Loan from or (ii) an Eligible Substitute Mortgage
Loan to the Trust pursuant to this Section 2.1 or Section 3.1, as
the case may be, shall amend the Mortgage Loan Schedule,
appropriately mark the Electronic Ledger and make appropriate
entries in its general account records to reflect such transfer and
the addition of any Eligible Substitute Mortgage Loan, if
applicable.
Section 2.2
Agreement to Purchase
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The Seller agrees to sell and the Purchaser
agrees to purchase, on or before September 28, 2006 (the
“Closing Date”), certain fixed-rate and adjustable-rate
mortgage loans (the “Mortgage Loans”), having an
aggregate principal balance as of the close of business on the
Cut-Off Date of $824,999,010.80 (the “Closing
Balance”), after giving effect to all payments due on the
Mortgage Loans on or before the Cut-Off Date, whether or not
received, including the right to any Prepayment Charges payable by
the related Mortgagors in connection with any Principal Prepayments
on the Mortgage Loans. The purchase price payable in connection
with such sale shall consist of (i) the cash proceeds from the sale
of the Notes and (ii) delivery of the Trust Certificates to the
Seller.
The Seller and the Purchaser intend that the
sale of the Mortgage Loans to the Purchaser, followed by the
Purchaser’s sale of the Mortgage Loans to the Issuer, shall
be treated for federal, state and local tax purposes as a transfer
by the Seller directly to the Issuer (followed by the issuance by
the Issuer of Notes that are intended by all parties to such
issuance to be treated for federal, state and local tax purposes as
indebtedness of the Seller secured by the Mortgage
Loans).
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1
Representations and
Warranties . The
Originator (in the case of (a) and (c) below) and Seller (in the
case of (b) below) hereby represents and warrants to the Purchaser
as of the Closing Date (or if otherwise specified below, as of the
date so specified):
(a)
As to the Originator
:
(1) The Originator is a corporation licensed as a
mortgage banker duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has,
and had at all relevant times, full corporate power to originate
the Mortgage Loans, to own its property, to carry on its business
as presently conducted and to enter into and perform its
obligations under this Agreement. The Originator has all necessary
licenses and is qualified to transact business in and is in good
standing under the laws of each state where a Mortgaged Property is
located or is otherwise exempt under applicable law from such
qualification or is otherwise not required under applicable law to
effect such qualification and no demand for such qualification has
been made upon the Originator by any state having
jurisdiction;
(2) The execution and delivery of this Agreement by
the Originator and the Originator’s performance of and
compliance with the terms of this Agreement will not violate the
Originator’s articles of incorporation or by-laws or
constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, or result in the
breach or acceleration of, any material contract, agreement or
other instrument to which the Originator is a party or which may be
applicable to the Originator or any of its assets;
(3) The Originator has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement to be consummated by it, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto,
constitutes a valid, legal and binding obligation of the
Originator, enforceable against it in accordance with the terms
hereof, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors
generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at
law);
(4) The Originator is not in violation of, and the
execution and delivery of this Agreement by the Originator and the
performance by it and compliance with the terms of this Agreement
will not constitute a violation with respect to, any order or
decree of any court or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction, which
violation would materially and adversely affect the condition
(financial or otherwise) or operations of the Originator or any of
its properties or materially and adversely affect the performance
of any of its duties hereunder;
(5) Except as disclosed in the Free Writing
Prospectus and the Prospectus Supplement, there are no actions or
proceedings against, or investigations of, the Originator pending
or, to the knowledge of the Originator, threatened, before any
court, administrative agency or other tribunal (A) that, if
determined adversely, would prohibit its entering into this
Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or (C) that, if
determined adversely, would prohibit or materially and adversely
affect the performance by the Originator of any of its obligations
under, or the validity or enforceability of, this
Agreement;
(6) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by the Originator of, or
compliance by the Originator with, this Agreement, or for the
consummation of the transactions contemplated by this Agreement,
except for such consents, approvals, authorizations and orders, if
any, that have been obtained prior to the Closing Date;
(7) The Originator is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the MERS
Mortgage Loans for as long as such Mortgage Loans are registered
with MERS;
(8) No Officer’s Certificate, statement,
report or other document prepared by the Originator and furnished
or to be furnished by it pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any
untrue statement of material fact; and
(9) The transactions contemplated by this Agreement
are in the ordinary course of business of the
Originator.
(1) The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the state
of its incorporation and has, and had at all relevant times, full
corporate power to sell the Mortgage Loans, to own its property, to
carry on its business as presently conducted and to enter into and
perform its obligations under this Agreement;
(2) The execution and delivery of this Agreement by
the Seller and the Seller’s performance of and compliance
with the terms of this Agreement will not violate the
Seller’s articles of incorporation or by-laws or constitute a
default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the breach or
acceleration of, any material contract, agreement or other
instrument to which the Seller is a party or which may be
applicable to the Seller or any of its assets;
(3) The Seller has the full power and authority to
enter into and consummate all transactions contemplated by this
Agreement to be consummated by it, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto,
constitutes a valid, legal and binding obligation of the Seller,
enforceable against it in accordance with the terms hereof, except
as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by
general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law);
(4) The Seller is not in violation of, and the
execution and delivery of this Agreement by the Seller and the
performance by it and compliance with the terms of this Agreement
will not constitute a violation with respect to, any order or
decree of any court or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction, which
violation would materially and adversely affect the condition
(financial or otherwise) or operations of the Seller or any of its
properties or materially and adversely affect the performance of
any of its duties hereunder;
(5) There are no actions or proceedings against, or
investigations of, the Seller pending or, to the knowledge of the
Seller, threatened, before any court, administrative agency or
other tribunal (A) that, if determined adversely, would prohibit
its entering into this Agreement, (B) seeking to prevent the
consummation of any of the transactions contemplated by this
Agreement or (C) that, if determined adversely, would prohibit or
materially and adversely affect the performance by the Seller of
any of its obligations under, or the validity or enforceability of,
this Agreement;
(6) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by the Seller of, or compliance
by the Seller with, this Agreement, or for the consummation of the
transactions contemplated by this Agreement, except for such
consents, approvals, authorizations and orders, if any, that have
been obtained prior to the Closing Date;
(7) The Seller did not sell the Mortgage Loans to
the Purchaser with any intent to hinder, delay or defraud any of
its creditors; and the Seller will not be rendered insolvent as a
result of the sale of the Mortgage Loans to the
Purchaser;
(8) The Seller acquired title to the Mortgage Loans
in good faith, without notice of any adverse claim;
(9) No Officer’s Certificate, statement,
report or other document prepared by the Seller and furnished or to
be furnished by it pursuant to this Agreement or in connection with
the transactions contemplated hereby contains any untrue statement
of material fact;
(10) The transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Seller pursuant to this
Agreement are not subject to the bulk transfer laws or any similar
statutory provisions in effect in any applicable
jurisdiction;
(11) The transactions contemplated by this Agreement
are in the ordinary course of business of the Seller;
and
(12) The Seller has caused or hereby agrees to cause
to be performed any and all acts required to be performed to
preserve the rights and remedies of the Indenture Trustee in any
insurance policies applicable to the Mortgage Loans, including,
without limitation, any necessary notifications of insurers,
assignments of policies or interests therein, and establishments of
co-insured, joint loss payee and mortgagee rights in favor of the
Indenture Trustee.
(c)
As to each Mortgage
Loan :
(1) The information set forth on the Mortgage Loan
Schedule and the Prepayment Charge Schedule is complete, true and
correct as of the dates as of which the information therein is
given;
(2) The Mortgage Notes and the Mortgages have not
been assigned or pledged by the Seller to any Person other than
warehouse lenders, and immediately prior to the transactions herein
contemplated, the Seller had good and marketable title thereto, and
was the sole owner and holder of the Mortgage Loans free and clear
of any and all liens, claims, encumbrances, participation
interests, equities, pledges, charges or security interests of any
nature (collectively, a “Lien”), other than any such
Lien released simultaneously with the sale contemplated herein, and
had full right and authority, subject to no interest or
participation of, or agreement with, any other party, to sell and
assign the same pursuant to this Agreement, and immediately upon
the transfer and assignment of each Mortgage Loan as contemplated
by this Agreement, the Trust will be the sole beneficial owner of,
each Mortgage Loan free and clear of any lien, claim, participation
interest, mortgage, security interest, pledge, charge or other
encumbrance or other interest of any nature;
(3) With respect to any Mortgage Loan that is not a
Cooperative Loan, each Mortgage is a valid and existing lien on the
property therein described, and each Mortgaged Property is free and
clear of all encumbrances and liens having priority over the lien
of the Mortgage, except (i) liens for real estate taxes and special
assessments not yet due and payable, (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording such Mortgage, such exceptions
appearing of record being acceptable to mortgage lending
institutions generally or specifically reflected in the appraisal
made in connection with the origination of the related Mortgage
Loan, (iii) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage, (iv) in the case
of a Mortgaged Property that is a condominium or an individual unit
in a planned unit development, liens for common charges permitted
by statute and (v) in the case of a Mortgage Loan secured by a
second lien on the related Mortgaged Property, the related First
Lien. Any security agreement, chattel mortgage or equivalent
document related to
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