SALE AND CONTRIBUTION AGREEMENT

Exhibit 10.51

EXECUTION COPY

SALE AND CONTRIBUTION AGREEMENT

by and between

CSE QRS FUNDING I LLC,
as the Buyer

and

CSE MORTGAGE LLC,
as the Seller

Dated as of December 28, 2005

TABLE OF CONTENTS

TABLE OF CONTENTS (con’t)

TABLE OF CONTENTS (con’t)

SALE AND CONTRIBUTION AGREEMENT

      THIS SALE AND CONTRIBUTION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “ Agreement ”) is dated as of December 28, 2005, by and between CSE MORTGAGE LLC, a Delaware limited liability company, as the seller (in such capacity, the “ Seller ”) and CSE QRS FUNDING I LLC, a Delaware limited liability company, as the buyer (in such capacity, the “ Buyer ”).

W I T N E S S E T H:

      WHEREAS , the Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer certain loans originated by the Seller in its normal course of business, together with, among other things, certain related security and rights of payment thereunder.

      NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.

GENERAL

      Section 1.1. Defined Terms .

     Capitalized terms used but not defined herein have the meanings provided in the Sale and Servicing Agreement (as defined below).

Applicable Insolvency Laws : Defined in Section 8.1 .

Agreement : Defined in the Preamble.

Assets : The Assets listed on Schedule I hereto, as such Schedule I may be amended, supplemented, restated or replaced from time to time.

Buyer : Defined in the Preamble .

Early Termination : Defined in Section 8.1 .

Faxed Documents : Defined in Section 2.1(f) .

Purchase : A purchase by the Buyer of Purchased Collateral from the Seller pursuant to Section 2.1 .

Purchase Date : The Business Day immediately following the Closing Date and any subsequent day on which any Purchased Collateral is acquired by the Buyer pursuant to the terms of this Agreement including any Substitution Date, as set forth in the related Sale Assignment.

Purchase Price : Defined in Section 2.2 .

Purchase Termination Events : Defined in Section 8.1 .

Purchased Collateral : Defined in Section 2.1(a) .

Sale Assignment : Defined in Section 2.1(b) .

Sale and Servicing Agreement : The Sale and Servicing Agreement, dated as of December 28, 2005, among CSE QRS Funding I LLC, as the seller, CSE Mortgage LLC, as the originator and as the servicer, Variable Funding Capital Company LLC, as a conduit purchaser, each other commercial paper conduit from time to time party thereto, as a conduit purchaser, Wachovia Bank, National Association, as the swingline purchaser, Wachovia Capital Markets, LLC, as the VFCC agent and as the administrative agent, each other purchaser agent from time to time party thereto, as an additional agent, and Wells Fargo Bank, National Association, as the backup servicer and as the collateral custodian, as the same may be amended, supplemented, restated or replaced from time to time.

Schedule I : The schedule of all Purchased Collateral that is sold, transferred and assigned by the Seller to the Buyer on a Purchase Date, which schedule as to the Purchased Collateral identified as of the initial Purchase Date is attached hereto and as to any Purchased Collateral identified on any subsequent Purchase Date is supplemented by the “Schedule I” attached to the applicable Sale Assignment, and incorporated herein by reference, as such schedule may be supplemented and amended from time to time pursuant to the terms hereof.

Seller : Defined in the Preamble .

Substitution Date : Any date on which the Seller transfers a Substitute Asset to the Buyer.

      Section 1.2. Other Terms .

     All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.

      Section 1.3. Computation of Time Periods .

     Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

      Section 1.4. Interpretation .

     In each Transaction Document, unless a contrary intention appears:

     (i) the singular number includes the plural number and vice versa;

     (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

     (iii) reference to any gender includes each other gender;

     (iv) reference to day or days without further qualification means calendar days;

     (v) reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; and

     (vi) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

ARTICLE II.

SALE, TRANSFER AND ASSIGNMENT

      Section 2.1. Sale, Transfer and Assignment .

     (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to Purchase set forth in Article III ), on each Purchase Date, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller in, to and under all accounts, general intangibles, instruments, chattel paper, documents, money, letters of credit, advices of credit, deposit accounts, certificates of deposit, investment property, goods and other property consisting of, arising from or related to any of the following property (collectively, the “ Purchased Collateral ”):

     (i) the Assets identified by the Seller as of the initial Cut–Off Date which are listed on Schedule I hereto, and the Assets identified by the Seller as of any additional Cut–Off Date which are listed on Schedule I to the Sale Assignment, together with all monies due in payment of such Assets on and after the related Cut–Off Date, but excluding any Excluded Amounts and any Retained Interest;

     (ii) all Related Security with respect to the Loans referred to in clause (i) above; and

     (iii) all income and Proceeds of the foregoing.

     (b) The Seller shall on or prior to any Purchase Date after the Closing Date execute and deliver to the Buyer a certificate of assignment (the “ Sale Assignment ”) from the Seller to

the Buyer in the form of Exhibit A hereto. From and after such Purchase Date, the Purchased Collateral listed on such assignment shall be deemed to be Purchased Collateral hereunder.

     (c) On or before any Purchase Date with respect to the Purchased Collateral to be acquired by the Buyer on that date, the Seller shall provide the Buyer with an Officer’s Certificate, in the form of Exhibit B hereto, signed by a duly authorized Responsible Officer certifying, as of such Purchase Date, to each of the items in Section 4.2 , in the form of Exhibit B hereto.

     (d) Except as specifically provided in this Agreement, the sale and purchase of Purchased Collateral under this Agreement shall be without recourse to the Seller; it being understood that Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller for the credit risk of the Obligors.

     (e) The Buyer, the VFCC Agent and Administrative Agent, each Purchaser Agent, each Purchaser, the other Secured Parties, the Backup Servicer and the Collateral Custodian shall not have any obligation or liability to any Obligor or client of Seller (including any obligation to perform any of the obligations of Seller (including any obligation with respect to any other related agreements)). No such obligation or liability is intended to be assumed by the Buyer, the Administrative Agent, any Purchaser Agent, the Purchasers, the Secured Parties, the Backup Servicer, or the Collateral Custodian, and any such assumption is expressly disclaimed.

     (f) In connection with each Purchase of Purchased Collateral hereunder, the Seller shall deliver to the Collateral Custodian (A) the Required Asset Documents with respect thereto on or prior to the Closing Date (except for any UCCs, which shall be in the possession of the Collateral Custodian within two Business Days of the Closing Date) as to any Existing Assets, and (B) the duly executed original promissory note and the duly executed faxed copies of the other documents included in the Required Asset Documents (the “ Faxed Documents ”) on or prior to the related Purchase Date (and if prior to the related Purchase Date, such promissory note and Faxed Documents shall be held by the Collateral Custodian on behalf of the Purchasers in escrow until such Purchase shall occur on the related Purchase Date), and the duly executed original copies of the Faxed Documents (including any UCCs) within two Business Days of the related Purchase Date as to any Additional Assets. In connection with such transfer, the Seller hereby grants to each of the Buyer, the Administrative Agent, each Purchaser Agent and the Servicer an irrevocable, non–exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Purchased Collateral, to the extent necessary to administer the Purchased Collateral, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Seller hereby agrees that upon the request of the Buyer or the Administrative Agent and each Purchaser Agent, the Seller will use its reasonable efforts to obtain the consent of such third–party licensor. The license granted hereby shall be irrevocable until the Collection Date and shall terminate on the date this Agreement terminates in accordance with its terms. The Seller (i) shall take such action requested by the Buyer, the Administrative Agent and each Purchaser Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Sale and Servicing Agreement have

an enforceable ownership interest in the Asset Files purchased from the Seller hereunder, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent, the Purchaser Agents, and the Servicer has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Purchased Collateral and/or to recreate such Asset Files.

     (g) In connection with the sale of the Purchased Collateral, the Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase Date, that such Purchased Collateral has been sold to the Buyer pursuant to this Agreement.

     (h) The Seller further agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct list of all Assets, identified by account number and Outstanding Asset Balance as of the related Cut–Off Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule I may be supplemented and amended from time to time.

     (i)  IT IS THE INTENTION OF THE PARTIES HERETO THAT THE CONVEYANCE OF THE SELLER’S RIGHT, TITLE AND INTEREST IN AND TO THE PURCHASED COLLATERAL BY THE SELLER TO THE BUYER AS PROVIDED IN Section 2.1 shall constitute an absolute transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Purchased Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Insolvency Event with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Assets and the other Purchased Collateral by the Seller to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a duly perfected, first priority “security interest” within the meaning of Article 9 of the UCC in all of the Seller’s right, title and interest in and to the Purchased Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Purchased Collateral together with all of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.

      Section 2.2. Purchase Price .

     The purchase price for each item of Purchased Collateral sold to the Buyer by the Seller under this Agreement (the “ Purchase Price ”) shall be a dollar amount equal to the Outstanding Asset Balance thereof determined as of the related Cut–Off Date.

      Section 2.3. Payment of Purchase Price .

     (a) The Purchase Price for any Purchased Collateral sold by the Seller to the Buyer on any Purchase Date shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by means of a capital contribution by the Seller to the Buyer.

     (b) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Purchased Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the Purchase Price payable with respect to such transfer shall be reduced by the Outstanding Asset Balance of the Purchased Collateral or portions thereof that were so contributed; provided that Purchased Collateral contributed to the Buyer as capital shall constitute Purchased Collateral for all purposes of this Agreement.

     (c) Seller, by accepting the Purchase Price paid for each purchase of Purchased Collateral, shall be deemed to have certified, with respect to the Purchased Collateral to be sold by it on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day and that no Termination Event or Unmatured Termination Event has occurred.

     (d) Upon the payment of the Purchase Price for any Purchase, title to the Purchased Collateral included in such Purchase shall rest in Buyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller in fact to satisfy any such condition precedent, covenant or agreement.

ARTICLE III.

CONDITIONS PRECEDENT

      Section 3.1. Conditions Precedent to Closing and Initial Purchase .

     The closing and initial Purchase hereunder are subject to the conditions precedent that (i) each of the conditions precedent to the execution, delivery and effectiveness of each other Transaction Document (other than a condition precedent in any such other Transaction Document relating to the effectiveness of this Agreement) shall have been fulfilled, and (ii) on or prior to the Closing Date, the Seller shall have delivered to the Buyer each of the items specified on Appendix A hereto in form and substance satisfactory to the Buyer.

      Section 3.2. Conditions Precedent to all Purchases .

     The obligations of the Buyer to Purchase the Purchased Collateral from the Seller on any Purchase Date (including the initial Purchase Date) shall be subject to the satisfaction of the following conditions precedent that:

     (a) all representations and warranties of the Seller contained in Sections 4.1 and 4.2 shall be true and correct on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such day;

     (b) (i) in the case of the initial Purchase Date, the Seller shall have delivered to the Buyer, prior to the Closing Date, a Schedule I that is true, accurate and complete in all respects as of the initial Cut–Off Date, and (ii) in the case of any subsequent Purchase Date, the Seller shall have delivered to the Buyer, prior to the applicable subsequent Purchase Date, a duly executed and completed Sale Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut–Off Date;

     (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement;

     (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or Unmatured Termination Event;

     (e) the Termination Date shall not have occurred;

     (f) the Facility Termination Date shall not have occurred;

     (g) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof;

     (h) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC, tax and judgment lien searches of Seller;

     (i) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC financing statements per paragraph (iv) of Appendix A ;

     (j) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of opinions of counsel satisfactory to such Persons;

     (k) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Buyer, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Buyer may reasonably have requested;

     (l) the Seller shall have paid all fees required to be paid by it on the Closing Date, and shall have reimbursed the Buyer and its assignees for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents;

     (m) prior to the Closing Date, the Buyer, the Administrative Agent and each Purchaser Agent shall have received satisfactory evidence that the Seller’s total initial capital commitment is in place; and

     (n) with respect to an Acquired Asset intended to be included as a part of the Purchased Collateral, the Buyer, the Administrative Agent and each Purchaser Agent shall have received a satisfactory opinion of counsel.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

      Section 4.1. Seller’s Representations and Warranties .

     As of each Purchase Date, the Seller represents and warrants to the Buyer for the benefit of the Buyer and each of its successors and assigns that:

     (a)  Organization and Good Standing . The Seller has been duly organized, and is validly existing as a limited liability company in good standing, under the laws of the State of Delaware, with all requisite company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire, own and sell the Purchased Collateral.

     (b)  Due Qualification . The Seller is duly qualified to do business and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals.

     (c)  Power and Authority; Due Authorization; Execution and Delivery . The Seller (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents to which it is a party, and (c) sell and assign an ownership interest in the Purchased Collateral on the terms and conditions provided herein and (ii) has duly authorized by all necessary company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of an ownership interest in the Purchased Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Seller is a party have been duly executed and delivered by the Seller.

     (d)  Binding Obligation . This Agreement and each other Transaction Document to which the Seller is a party constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and by general principals of equity (whether considered in a suit at law or in equity).

     (e)  No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Seller’s certificate of formation, operating agreement or any Contractual Obligation of the Seller, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Seller’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate any Applicable Law.

     (f)  No Proceedings . There is no litigation, proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Seller is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Seller is a party or (iii) seeking any determination or ruling that could reasonably be expected to have Material Adverse Effect.

     (g)  All Consents Required . All approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Seller of this Agreement and any other Transaction Document to which the Seller is a party have been obtained.

     (h)  Bulk Sales . The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require compliance with any “bulk sales” act or similar law by Seller.

     (i)  Solvency . The Seller is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under this Agreement and any other Transaction Document to which the Seller is a party do not and will not render the Seller not Solvent.

     (j)  Selection Procedures . No procedures believed by the Seller to be adverse to the interests of the Buyers were utilized by the Seller in identifying and/or selecting the Assets included in the Purchased Collateral. In addition, each Asset shall have been underwritten in accordance with and satisfy the standards of any Credit and Collection Policy that has been established by the Seller and is then in effect.

     (k)  Taxes . The Seller has filed or caused to be filed all tax returns that are required to be filed by it. The Seller has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its properties (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Seller), and no tax lien has been filed and, to the Seller’s knowledge, no claim is being asserted by an applicable Governmental Authority, with respect to any such Tax, fee or other charge.

     (l)  Exchange Act Compliance; Regulations T, U and X . None of the transactions contemplated herein (including, without limitation, the use of the proceeds from the sale of the Purchased Collateral) will violate or result in a violation of Section 7 of the Securities Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Seller does not own or intend to carry or purchase, and no proceeds from the sale of the Purchased Collateral will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

     (m) [ Reserved ].

     (n)  Security Interest .

     (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Collateral in favor of the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;

     (ii) the Assets, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Article 9 of the UCC of all applicable jurisdictions;

     (iii) the Seller owns and has good and marketable title to the Purchased Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;

     (iv) the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties;

     (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Purchased Collateral granted hereunder to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties;

     (vi) other than the security interest granted to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Purchased Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Purchased Collateral other than any financing statement (A) relating to the security interest granted to the Purchasers under the Sale and Servicing Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;

     (vii) all original executed copies of each underlying promissory note that constitute or evidence each Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;

     (viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any) and the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of and for the benefit of the Secured Parties provided that notwithstanding the foregoing, with respect to any Asset to be funded with the proceeds of a Swingline Advance, the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the applicable underlying promissory note or Loan Register, as applicable, and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that

constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties;

     (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties; and

     (x) the Collateral has not been pledged or otherwise made subject to a lien in favor of Bear, Stearns & Co. Inc., Bear, Stearns Securities Corp. or any of their now or hereafter existing affiliates, except for such pledge or lien as shall have been previously released or terminated

     (o)  Reports Accurate . All Monthly Reports (if prepared by the Seller in its capacity as Servicer or otherwise, or to the extent that information contained therein is supplied by the Seller), information, exhibits, schedules, financial statements, documents, books, records or reports furnished or to be furnished by the Seller to the Buyer in connection with this Agreement are true, complete and correct.

     (p)  Location of Offices . The principal place of business and chief executive office of the Seller and the office where the Seller keeps all the Records are located at the address of the Seller referred to in Section 9.2 hereof (or at such other locations as to which the notice and other requirements specified in Section 5.2(f) shall have been satisfied).

     (q) Lock–Boxes. The names and addresses of all the Lock–Box Banks, together with the account numbers of the Lock–Box Accounts of the Seller at such Lock–Box Banks and the names, addresses and account numbers of all accounts to which Collections on the Purchased Collateral outstanding before the initial Purchase hereunder have been sent, are specified in Schedule III (which shall be deemed to be amended in respect of terminating or adding any Lock–Box Account or Lock–Box Bank upon satisfaction of the notice and other requirements specified in Section 5.2(j) ). The Seller has not granted any Person other than the Buyer and Collateral Custodian an interest in any Lock–Box Account at a future time or upon the occurrence of a future event.

     (r)  Tradenames . The Seller has no trade names, fictitious names, assumed names or “doing business as” names or other names under which it has done or is doing business.

     (s)  Sale Agreement . This Agreement is the only agreement or arrangement pursuant to which the Seller sells the Purchased Collateral that is the subject of this Agreement.

     (t)  Value Given . The Buyer has given reasonably equivalent value to the Seller in consideration for the transfer to the Buyer of the Purchased Collateral, no such transfer shall have been made for or on account of an antecedent debt owed by the Seller to the Buyer, and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

     (u)  Accounting . The Seller accounts for the transfers from it to the Buyer of interests in Purchased Collateral as financings of such Purchased Collateral for tax and consolidated

accounting purposes (with a notation that it is treating the transfers as a sale for legal and all other purposes on its books, records and financial statements, in each case consistent with GAAP and with the requirements set forth herein).

     (v)  Special Purpose Entity . The Buyer is an entity with assets and liabilities separate and distinct from those of the Seller and any Affiliates thereof, and the Seller hereby acknowledges that the Administrative Agent, each Purchaser Agent, the Purchasers and the other Secured Parties are entering into the transactions contemplated by the Sale and Servicing Agreement in reliance upon the Buyer’s identity as a separate legal entity separate from the Seller and from each Affiliate of the Seller. Therefore, from and after the date of execution and delivery of this Agreement, the Seller shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent, each Purchaser Agent, any Purchaser, or any other Secured Party may from time to time reasonably request, to maintain the Buyer’s identity as a separate legal entity and to make it manifest to third parties that the Buyer is an entity with assets and liabilities distinct from those of the Seller and any Affiliate thereof and not just a division of the Seller or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller shall take all reasonable steps to ensure that the Buyer has not and will not take, refrain from taking, or fail to take (as applicable) any action described in Section 4.1(u) of the Sale and Servicing Agreement.

     (w)  Confirmation from the Seller . The Seller has provided written confirmation to the Buyer that the Seller will not cause the Buyer to file a voluntary petition under the Bankruptcy Code or Insolvency Laws. Each of the Buyer and the Seller is aware that in light of the circumstances described in the preceding sentence and other relevant facts, the filing of a voluntary petition under the Bankruptcy Code for the purpose of making any Purchased Collateral or any other assets of the Buyer available to satisfy claims of the creditors of the Seller would not result in making such assets available to satisfy such creditors under the Bankruptcy Code.

     (x)  Investment Company Act . The Seller is not, and is not controlled by, an “investment company” within the meaning of, or is exempt from the provisions of, the Investment Company Act of 1940, as amended.

     (y)  ERISA . The present value of all benefits vested under all “employee pension benefit plans,” as such term is defined in Section 3 of ERISA, maintained by the Seller, or in which employees of the Seller are entitled to participate, as from time to time in effect (herein called the “ Pension Plans ”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date). No prohibited transactions, accumulated funding deficiencies, withdrawals or reportable events have occurred with respect to any Pension Plans that, in the aggregate, could subject the Seller to any material tax, penalty or other liability. No notice of intent to terminate a Pension Plan has been billed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan.

     (z)  PUHCA . The Seller is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute.

     (aa)  Compliance with Law . The Seller has complied in all respects with all Applicable Laws to which it may be subject, and no Purchased Collateral contravenes any Applicable Laws (including, without limitation, all applicable predatory and abusive lending laws and all laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, and privacy).

     (bb)  Credit and Collection Policy . The Seller has complied in all material respects with the Credit and Collection Policy with respect to all of the Purchased Collateral.

     (cc)  Collections . The Seller acknowledges that all Collections received by it or its Affiliates with respect to the Purchased Collateral sold hereunder are held and shall be held in trust for the benefit of the Buyer (or its assignees) until deposited into the Lock–Box Account as required by the Sale and Servicing Agreement.

     (dd)  Covenants . All covenants, agreements and undertakings of the Seller hereunder have been fully performed.

     (ee)  Set–Off, etc. Other than Senior Subordinated Loans and Junior Subordinated Loans, no Purchased Collateral has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set–off or modified by the Seller or the Obligor thereof, and no Purchased Collateral is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set–off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Purchased Collateral or otherwise, by the Seller or the Obligor with respect thereto, except for amendments to such Purchased Collateral otherwise permitted under the Transaction Documents and in accordance with the Credit and Collection Policy.

     (ff)  Full Payment . The Seller has no knowledge of any fact which should lead it to expect that any Purchased Collateral will not be paid in full.

     (gg)  Accuracy of Representations and Warranties . Each representation or warranty by the Seller contained herein or in any certificate or other document furnished by the Seller pursuant hereto or in connection herewith is true and correct in all material respects.

     (hh)  Representations and Warranties for Benefit of Buyer’s Assignees : Each of the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents to which it is a party and that have been executed and delivered on or prior to such Purchase Date is true and correct in all material respects on the date it was made, and the Seller hereby makes each such representation and warranty to, and for the benefit of the Administrative Agent, each Purchaser Agent, the Purchasers and the other Secured Parties as if the same were set forth in full herein.

     (ii)  Ownership of Buyer . The Seller owns, directly or indirectly, 100% of the membership interests of the Buyer, free and clear of any Lien. Such membership interests are

validly issued, fully paid and non–assessable, and there are no options, warrants or other rights to acquire membership interests of the Buyer.

     (jj)  Participation, Acquired and Assigned Loans . The participations created with respect to the Participation Loans and the sale to the Buyer with respect to the Acquired and Assigned Loans do not violate any provisions of the underlying Required Asset Documents and such documents do not contain any express or implied prohibitions on participations or sales of such Loans.

     (kk)  Environmental .

     (i) Each item of the Related Property is in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to such Related Property and there are no conditions relating to such Related Property that could give rise to liability under any applicable Environmental Laws.

     (ii) None of the Related Property contains, or has previously contained, any Materials of Environmental Concern at, on or under the Related Property in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

     (iii) The Seller has not received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Related Property, nor does Seller have knowledge or reason to believe that any such notice will be received or is being threatened.

     (iv) Materials of Environmental Concern have not been transported or disposed of from the Related Property, or generated, treated, stored or disposed of at, on or under any of the Related Property or any other location, in each case by or on behalf of the Seller in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.

     (v) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Seller, threatened, under any Environmental Law to which any of the Seller is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements, outstanding under any Environmental Law with respect to the Seller or the Related Property.

     (vi) There has been no release or threat of release of Materials of Environmental Concern at or from any of the Related Property, or arising from or related to the operations (including, without limitation, disposal) of the Seller in connection with the Related Property in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

     (ll)  USA PATRIOT Act . Neither the Seller nor any Affiliate of the Seller is (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list, (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.

     It is understood and agreed that the representations and warranties provided in this Section 4.1 shall survive (x) the sale and assignment or contribution of the Purchased Collateral to the Buyer and (y) any subsequent transfer of the Purchased Collateral by the Buyer (including its grant of a first priority perfected security interest in, to and under the Purchased Collateral pursuant to the Sale and Servicing Agreement). Upon discovery by the Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Administrative Agent and each Purchaser Agent immediately upon obtaining knowledge of such breach.

      Section 4.2. Representations and Warranties of the Seller Relating to the Agreement and the Purchased Collateral .

     The Seller hereby represents and warrants to the Buyer, as of the Closing Date and as of each Purchase Date:

     (a)  Binding Obligation, Valid Transfer and Security Interest .

     (i) This Agreement and each other Transaction Document to which the Seller is a party each constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

     (ii) This Agreement constitutes a valid transfer to the Buyer of all right, title and interest of the Seller in, to and under all Purchased Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all Purchased Collateral to the Buyer which upon the delivery of the Required Asset Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(n) and, in the case of Additional Assets on the applicable Purchase Date, shall be a first priority perfected security interest in all Purchased Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account and,

if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

     (b)  Eligibility of Purchased Collateral . As of the Closing Date and each Purchase Date, (i) the Schedule I (the Purchased Collateral List) is an accurate and complete listing in all material respects of all the Purchased Collateral as of the Cut–Off Date and the information contained therein with respect to the identity of such Purchased Collateral and the amounts owing thereunder is true and correct in all material respects as of the related Cut–Off Date, (ii) each item of Purchased Collateral included in the Borrowing Base is an Eligible Asset as of such date, (iii) each item of Purchased Collateral is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Applicable Laws, (iv) with respect to each item of Purchased Collateral, all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of an ownership interest in item of Purchased Collateral to the Buyer have been duly obtained, effected or given and are in full force and effect, and (v) the representations and warranties set forth in Section 4.2(a) are true and correct with respect to each item of Purchased Collateral.

     It is understood and agreed that the representations and warranties provided in this Section 4.2 shall survive (x) the sale and assignment or contribution of the Purchased Collateral to the Buyer, (y) any subsequent transfer of the Purchased Collateral by the Buyer (including its grant of a perfected security interest in, to and under the Purchased Collateral pursuant to the Sale and Servicing Agreement which, shall be of first priority security interest) and (z) the termination of this Agreement and the Sale and Servicing Agreement. Upon discovery by the Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Administrative Agent and each Purchaser Agent immediately upon obtaining knowledge of such breach.

      Section 4.3. Representations and Warranties of the Buyer .

     The Buyer hereby represents and warrants to the Seller, as of the Closing Date and each Purchase Date, that:

     (a)  Organization and Good Standing . The Buyer has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal right to acquire and own the Purchased Collateral.

     (b)  Due Qualification . The Buyer is duly qualified to do business and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals.

     (c)  Power and Authority; Due Authorization; Execution and Delivery . The Buyer (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Purchased Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Buyer is a party have been duly executed and delivered by the Buyer.

     (d)  Binding Obligation . This Agreement and each other Transaction Document to which the Buyer is a party constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity (whether considered in a suit at law or in equity).

     (e)  No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Buyer’s certificate of formation, operating agreement or any Contractual Obligation of the Buyer, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Buyer’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate any Applicable Law.

     (f)  No Proceedings . There is no litigation, proceedings or investigations pending or, to the best knowledge of the Buyer, threatened against the Buyer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Buyer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Buyer is a party or (iii) seeking any determination or ruling that could reasonably be expected to have Material Adverse Effect.

     (g)  All Consents Required . All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Buyer of this Agreement and any other Transaction Document to which the Buyer is a party have been obtained.

ARTICLE V.

COVENANTS

      Section 5.1. Affirmative Covenants of the Seller .

     From the date hereof until the Collection Date:

     (a)  Compliance with Laws . The Seller will comply in all material respects with all Applicable Laws, including those with respect to the Purchased Collateral or any part thereof.

     (b)  Preservation of Corporate Existence . The Seller will preserve and maintain its limited liability