MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT

Contribution Agreement

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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: 4/15/2005

MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT, Parties: renaissance mortgage acceptance corp , renaissance reit investment corp , delta funding corporation

Exhibit 99.1

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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 2005-1

Dated as of March 31, 2005

--------------------------

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<TABLE>

TABLE OF CONTENTS

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Page

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ARTICLE I DEFINITIONS...........................................................................2

Section 1.1 Definitions.........................................................................2

ARTICLE II SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.........................................2

Section 2.1 Sale of Mortgage Loans..............................................................2

Section 2.2 Agreement to Purchase...............................................................6

ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH...................................6

Section 3.1 Representations and Warranties......................................................6

Section 3.2 Substitution of Mortgage Loans.....................................................18

ARTICLE IV SELLER'S COVENANTS...................................................................19

Section 4.1 Covenants of the Seller............................................................19

ARTICLE V INDEMNIFICATION BY THE ORIGINATOR....................................................20

Section 5.1 Indemnification....................................................................20

Section 5.2 Limitation on Liability of the Originator and the Seller...........................21

ARTICLE VI TERMINATION..........................................................................21

Section 6.1 Termination........................................................................21

ARTICLE VII ADMINISTRATIVE DUTIES................................................................21

Section 7.1 Administrative Duties..............................................................21

Section 7.2 Records............................................................................24

Section 7.3 Additional Information to be Furnished.............................................24

ARTICLE VIII MISCELLANEOUS PROVISIONS.............................................................24

Section 8.1 Amendment..........................................................................24

Section 8.2 Governing Law......................................................................24

Section 8.3 Notices............................................................................24

Section 8.4 Severability of Provisions.........................................................25

Section 8.5 Relationship of Parties............................................................25

Section 8.6 Counterparts.......................................................................25

Section 8.7 Further Agreements.................................................................25

Section 8.8 Intention of the Parties...........................................................25

Section 8.9 Successors and Assigns; Assignment of Purchase Agreement...........................25

Section 8.10 Survival...........................................................................25

Section 8.11 Third Party Beneficiary............................................................25

EXHIBIT A

MORTGAGE LOAN SCHEDULE............................................................A-1

</TABLE>

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This MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT (this

"Agreement"), dated as of March 31, 2005, 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 each of the Group I

Interest Rate Cap Agreement and the NIMs Interest Rate Cap Agreement; and

WHEREAS, the parties hereto desire that the Seller sell the

Mortgage Loans to the Purchaser and transfer its rights under the Group I

Interest Rate Cap Agreement and the NIMs Interest Rate Cap 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 March 31, 2005 (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 March 31, 2005 (the "Servicing Agreement"), among Wells Fargo Bank, N.A.,

as master servicer (the "Master Servicer") and securities administrator (the

"Securities Administrator"), Ocwen Federal Bank FSB, servicer (the "Servicer"),

Renaissance Home Equity Loan Trust 2005-1, 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

March 31, 2005 (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 2005-1 (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:

<PAGE>

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 March 1, 2005); (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 that is not a MERS Mortgage

Loan, any of: (1) the original Mortgage and related power of attorney,

if any, with evidence of recording thereon, (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

<PAGE>

(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;

<PAGE>

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(R) 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(R) 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.

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.

<PAGE>

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

<PAGE>

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(R) System in accordance with MERS' rules and

regulations or (ii) cause MERS to designate on the MERS(R) 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 March 31, 2005 (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

$749,999,268.09 (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:

<PAGE>

(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 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

<PAGE>

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

<PAGE>

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;

<PAGE>

(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.

(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,

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