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MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT

Contribution Agreement

MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT | Document Parties: RENAISSANCE HOME EQUITY LOAN TRUST 2006-3 | RENAISSANCE MORTGAGE ACCEPTANCE CORP. | RENAISSANCE REIT INVESTMENT CORP. | DELTA FUNDING CORPORATION You are currently viewing:
This Contribution Agreement involves

RENAISSANCE HOME EQUITY LOAN TRUST 2006-3 | RENAISSANCE MORTGAGE ACCEPTANCE CORP. | RENAISSANCE REIT INVESTMENT CORP. | DELTA FUNDING CORPORATION

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Title: MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT
Governing Law: New York     Date: 10/17/2006

MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT, Parties: renaissance home equity loan trust 2006-3 , renaissance mortgage acceptance corp. , renaissance reit investment corp. , delta funding corporation
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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

 

 

ARTICLE I

DEFINITIONS

 

Section 1.1

Definitions

 

ARTICLE II

SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

 

Section 2.1

Sale of Mortgage Loans.

Section 2.2

Agreement to Purchase.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

 

Section 3.1

Representations and Warranties

Section 3.2

Substitution of Mortgage Loans

 

ARTICLE IV

SELLER’S COVENANTS

 

Section 4.1

Covenants of the Seller

 

ARTICLE V

INDEMNIFICATION BY THE ORIGINATOR

 

Section 5.1

Indemnification

Section 5.2

Limitation on Liability of the Originator and the Seller

 

ARTICLE VI

TERMINATION

 

Section 6.1

Termination

 

ARTICLE VII

ADMINISTRATIVE DUTIES

 

Section 7.1

Administrative Duties.

Section 7.2

Records

Section 7.3

Additional Information to be Furnished

 

ARTICLE VIII

MISCELLANEOUS PROVISIONS

 

Section 8.1

Amendment

Section 8.2

Governing Law

Section 8.3

Notices

Section 8.4

Severability of Provisions

Section 8.5

Relationship of Parties

Section 8.6

Counterparts

Section 8.7

Further Agreements

Section 8.8

Intention of the Parties

Section 8.9

Successors and Assigns; Assignment of Purchase Agreement

Section 8.10

Survival

Section 8.11

Third Party Beneficiary

 

 

 

EXHIBIT A

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:

 

1.  

The Cooperative Shares, together with a stock power in blank;

 

2.  

The executed Security Agreement;

 

3.  

The executed Proprietary Lease;

 

4.  

The executed Recognition Agreement;

 

5.  

The executed assignment of Recognition Agreement;

 

6.  

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

 

7.  

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).

 

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.

 

(e)    [Reserved].

 

(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 .

 

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.

 

(b)    As to the Seller :

 

(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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