Preview
FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013
NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018
FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013
NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018
MORTGAGE LOAN PURCHASE AGREEMENT
"Agreement"
This is a Mortgage Loan Purchase Agreement (this "Agreement"), dated January
"Seller"
31, 2007, between Nomura Credit & Capital, Inc., a Delaware corporation (the "Seller") and
"Purchaser"
Nomura Home Equity Loan, Inc., a Delaware corporation (the "Purchaser").
Preliminary Statement
The Seller intends to sell the Mortgage Loans (as hereinafter identified) and any
rights of the Seller in,to and under the Basis Risk Cap Agreement, the Swap Agreement and the
Interest Rate Cap Agreement (exclusive of upfront premiums paid by the provider of the Basis
Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any, payable
on the Closing Date) to the Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool
comprising the Trust Fund. The Trust Fund will be evidenced by a single series of asset-backed
certificates designated as Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
"Certificates"
2007-2, Asset-Backed Certificates (the "Certificates"). The Certificates will consist of nineteen
(19) classes of certificates. The Certificates will be issued pursuant to a pooling and servicing
agreement, dated as of January 1, 2007 (the "Pooling and Servicing Agreement"), among the
Purchaser as depositor, Ocwen Loan Servicing, LLC ("Ocwen"), as a servicer, Equity One, Inc.
(" One"
("Equity One"), as a servicer, Select Portfolio Servicing, LLC ("SPS"), as a servicer, Wells
(" Fargo"
Fargo Bank, N.A. ("Wells Fargo") as master servicer and securities administrator, the Seller as
"Trustee"
sponsor and HSBC Bank USA, National Association as trustee (the "Trustee"). The Purchaser
will sell the Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, and Class M-9
("Greenwich"
Certificates to Greenwich Capital Markets, Inc. ("Greenwich"), Citigroup Global Markets Inc.
("Citigroup") and UBS Securities LLC ("UBS", together with Greenwich and Citigroup, the
"Underwriters"
"Underwriters"), pursuant to the Underwriting Agreement, dated January 30, 2007, among the
Purchaser and the Underwriters and the Terms Agreement, dated January 30, 2007, among the
Purchaser and the Underwriters. The Purchaser will sell the Class B-1 Certificates to Greenwich
pursuant to the Purchase Agreement, dated as of January 31, 2007, between the Purchaser and
Greenwich. Capitalized terms used but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement. Pursuant to the custodial agreement, dated as of January 1,
Agreement"
2007 (the "Custodial Agreement"), among the Trustee, Ocwen as a servicer, Equity One as a
servicer, SPS as a servicer, Wells Fargo as a servicer (Wells Fargo, together with Ocwen, Equity
"Custodian"
One and SPS, the "Servicers") and Wells Fargo as custodian (the "Custodian"), the Trustee
intends to have the Custodian take possession of the Mortgages and Mortgage Notes, along with
certain other documents specified in the Custodial Agreement, as the custodian of the Trustee, in
accordance with the terms and conditions thereof.
The parties hereto agree as follows:
SECTION 1. Agreement to Purchase. The Seller hereby sells, and the
Date"
Purchaser hereby purchases, on January 31, 2007 (the "Closing Date"), (a) certain conventional,
one-to-four family, fixed-rate and adjustable-rate mortgage loans secured by firstor second liens
Loans"
on residential real properties (the "Mortgage Loans"), having an aggregate principal balance as
Date"
of the close of business on January 1, 2007 (the "Cut-off Date") of $930,628,299
approximately
Balance"
(the "Closing Balance"), after giving effect to all payments due on the Mortgage Loans on or
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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 and (b) the rights under the Basis Risk Cap Agreement, the Swap Agreement
and the Interest Rate Cap Agreement (exclusive of upfront premiums paid by the provider of the
Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any,
payable on the Closing Date).
SECTION 2. Mortgage Loan Schedule. The Purchaser and the Seller have
agreed upon which of the mortgage loans owned by the Seller are to be purchased by the
Purchaser pursuant to this Agreement and the Seller will prepare or cause to be prepared on or
Schedule"
prior to the Closing Date a final schedule (the "Closing Schedule") that describes such Mortgage
Loans and sets forth allof the Mortgage Loans to be purchased under this Agreement, including
the Prepayment Charges. The Closing Schedule will conform to the requirements set forth in this
Schedule"
Agreement and to the definition of "Mortgage Loan under the Pooling and Servicing
Agreement.
SECTION 3. Consideration.
(a) In consideration for the Mortgage Loans and the rights under the
Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement
(exclusive of any upfront premium paid by the provider of the Basis Risk Cap Agreement, the
Swap Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date) to
be purchased hereunder, the Purchaser shall, as described in Section 10, (i) pay to or upon the
Price"
order of the Seller in available funds an amount (the "Purchase equal to
[~'
[ T and a
immediately
100% interest in the Class B-1, Class X, Class P, Class
Price")
R and Class
(i)
R-X
(ii)
Certificates of which the Class B-1 Certificates shall be registered in the name of Cede & Co.,
the Class X, Class P, Class R Certificates and Class R-X Certificates shall be registered solely in
the name of Nomura Credit 4 Capital, Inc.
(b) The Purchaser or any assignee, transferee or designee of the
Purchaser shall be entitled to all scheduled payments of principal due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all payments of interest
on the Mortgage Loans allocable to the period after the Cut-off Date. All scheduled payments of
principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall
belong to the Seller.
(c) Pursuant to the Pooling and Servicing Agreement, the Purchaser
will assign all of its right, titleand interest in and to the Mortgage Loans, the Basis Risk Cap
Agreement, the Swap Agreement, and the Interest Rate Cap Agreement (exclusive of upfront
premiums paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement and the
Interest Rate Cap Agreement, if any, payable on the Closing Date) together with itsrights under
this Agreement, to the Trustee for the benefit of the Certificateholders.
*
Please contactNomura Credit & Capital,Inc.for pricing information.
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SECTION 4. Transfer of the Mortgage Loans.
(a) Possession of Mortgage Files. The Seller does hereby sell to the
Purchaser, without recourse but subject to the terms of this Agreement, all of its right, title and
interest in, to and under the Mortgage Loans, including the related Prepayment Charges, the
Basis Risk Cap Agreement, the Swap Agreement, and the Interest Rate Cap Agreement
(exclusive of upfront premiums paid by the provider of the Basis Risk Cap Agreement, the Swap
Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date). The
contents of each Mortgage File not delivered to the Purchaser or to any assignee, transferee or
designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser.
Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
Mortgage and the other contents of the related Mortgage File is vested in the Purchaser and the
ownership of all records and documents with respect to the related Mortgage Loan prepared by
or that come into the possession of the Seller on or after the Closing Date shall immediately vest
in the Purchaser and shall be delivered immediately to the Purchaser or as otherwise directed by
the Purchaser.
(b) Delivery of Mortgage Loan Documents. Pursuant to various conveyance
documents to be executed on the Closing Date and pursuant to the Pooling and Servicing
Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and
to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with
the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or
cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the
Purchaser and the Seller (each of the Closing Date and such later date is referred to as a
Date"
"Mortgage File Delivery Date"), the documents set forth on Exhibit 1 hereto, provided, however,
that in lieu of the foregoing, the Seller may deliver the following documents, under the
circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or
intervening assignments thereof which have been delivered, are being delivered or will upon
receipt of recording information relating to the Mortgage required to be included thereon, be
delivered to recording offices for recording and have not been returned in time to permit their
delivery as specified above, the Seller may deliver a true copy thereof with a certification by the
Seller on the face of such copy, substantially as follows: "Certified to be a true and correct copy
of the original, which has been transmitted for recording"; (y) in lieu of the Mortgage,
assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents or if the originals are lost (in each case, as evidenced by a
certification from the Seller to such effect), the Seller may deliver photocopies of such
documents containing an original certification by the judicial or other governmental authority of
the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes
relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the
Trustee on the Closing Date and attached hereto as Exhibit 2, the Seller may deliver lost note
affidavits and indemnities of the Seller; and provided further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing
Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a
certification by the Seller to such effect. The Seller shall deliver such original documents
(including any original documents as to which certified copies had previously been delivered) or
such certified copies to the Trustee promptly after they are received. The Seller shall cause the
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Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be
recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall
provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of
such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan.
Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment
referred to above.
(c) In connection with the assignment of any Mortgage Loan registered on the
MERS® System, the Seller further agrees that it will cause, at the Seller's own expense, within
thirty (30) days after the Closing Date, the MERS® System to indicate that such Mortgage Loans
have been assigned by the Seller to the Purchaser and by the Purchaser to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files (a)the code in the field which identifies the specific Trustee
Field"
and (b) the code in the field "Pool which identifies the series of the Certificates issued in
connection with such Mortgage Loans. The Seller further agrees that it will not, and will not
permit the Servicers to, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of the Pooling and Servicing Agreement unless and until such Mortgage
Loan is repurchased in accordance with the terms of the Pooling and Servicing Agreement or the
Servicing Agreement, as applicable.
(d) Acceptance of Mortgage Loans. The documents delivered pursuant to
Section 4(b) hereof shall be reviewed by the Purchaser or any assignee, transferee or designee of
the Purchaser at any time before or after the Closing Date (and with respect to each document
permitted to be delivered after the Closing Date, within seven (7) days of its delivery) to
ascertain that all required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
(e) Transfer of Interest in Agreements. The Purchaser has the right to assign
its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect
the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the
assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense
reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing
any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.
SECTION 5. Examination of Mortgage Files.
(a) On or before the Mortgage File Delivery Date, the Seller will have made
the Mortgage Files available to the Purchaser or its agent for examination which may be at the
offices of the Trustee or the Seller and/or the Seller's custodian. The fact that the Purchaser or its
agent has conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or
other relief as provided in this Agreement. In furtherance of the foregoing, the Seller shall make
the Mortgage Files available to the Purchaser or its agent from time to time so as to permit the
Purchaser to confirm the Seller's compliance with the delivery and recordation requirements of
this Agreement and the Pooling and Servicing Agreement. In addition, upon request of the
Purchaser, the Seller agrees to provide to the Purchaser, the Underwriters and to any investors or
prospective investors in the Certificates information regarding the Mortgage Loans (which may
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be at the offices of the Seller and/or the Seller's custodian) and to make available personnel
knowledgeable about the Mortgage Loans for discussions with the Purchaser, the Underwriters
and such investors or prospective investors, upon reasonable request during regular business
hours, sufficient to permit the Purchaser, the Underwriters and such investors or potential
investors to conduct such due diligence as any such party reasonably believes is appropriate.
(b) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the
Custodian on behalf of the Trustee, for the benefit of the Certificateholders, will review items of
the Mortgage Files as set forth on Exhibit 1 and will deliver to the Seller a certification in the
form attached as Exhibit 1 to the Custodial Agreement.
(c) Pursuant to the Pooling and Servicing Agreement, the Trustee or the
Custodian, on behalf of the Trustee, will review the Mortgage Files within 180 days of the
Closing Date and will deliver to the Seller a final certification substantially in the form of Exhibit
2 to the Custodial Agreement. If the Custodian is unable to deliver a final certification with
respect to the items listed in Exhibit 2 due to any document that is missing, has not been
executed or is unrelated, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans identified in the Final Mortgage Loan Schedule
Defect"
(a "Material Defect"), pursuant to Section 6 of the Custodial Agreement, the Custodian will
notify the Trustee of such Material Defect and the Trustee shall notify the Seller of such Material
Defect. The Seller shall correct or cure any such Material Defect within ninety (90) days from
the date of notice from the Trustee of the Material Defect and if the Seller does not correct or
cure such Material Defect within such period and such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Seller will, in accordance
with the terms of the Pooling and Servicing Agreement, within ninety (90) days of the date of
notice, provide the Trustee with a Substitute Mortgage Loan (if within two (2) years of the
Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided,
however, that if such defect relates solely to the inability of the Seller to deliver the original
security instrument or intervening assignments thereof or a certified copy because the originals
of such documents or such certified copy have not been returned by the applicable jurisdiction,
then the Seller shall not be required to repurchase such Mortgage Loan if the Seller delivers such
original documents or certified copy promptly upon receipt, but in no event later than 360 days
after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the
Seller cannot deliver such original or copy of any document submitted for recording to the
appropriate recording office in the applicable jurisdiction because such document has not been
returned by such office; provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate of the Seller or a Servicing
Officer confirming that such documents have been accepted for recording, and delivery to the
Trustee shall be effected by the Seller within thirty (30) days of its receipt of the original
recorded document.
(d) At the time of any substitution, the Seller shall deliver or cause to be
delivered the Replacement Mortgage Loan, the related Mortgage File and any other documents
and payments required to be delivered in connection with a substitution pursuant to the Pooling
and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i)assign
to the Seller and cause the Custodian, on behalf of the Trustee, to release the documents
(including, but not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
File) in the possession of the Custodian, on behalf of the Trustee, relating to the Deleted
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Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the Seller titleto such Deleted Mortgage
Loan.
SECTION 6. Recordation of Assignments of Mortgage.
(a) The Seller will, promptly after the Closing Date, cause each Mortgage and
each assignment of Mortgage from the Seller to the Trustee, and all unrecorded intervening
assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording
offices in the jurisdictions where the related Mortgaged Properties are located; provided,
however, the Seller need not cause to be recorded any assignment for which (a) the related
Mortgaged Property is located in any jurisdiction under the laws of which, as evidenced by an
Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the
recordation of such assignment is not necessary to protect the Trustee's interest in the related
Mortgage Loan or (b) MERS is identified on the Mortgage or on a properly recorded assignment
of the Mortgage as mortgagee of record solely as nominee for Seller and its successors and
assigns; provided, however, notwithstanding the delivery of any Opinion of Counsel, each
assignment of Mortgage shall be submitted for recording by the Seller in the manner described
above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i) reasonable
direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than
twenty-five percent (25%) of the Trust, (ii) the occurrence of an Event of Default, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence
of a servicing transfer as described in Section 8.02 of the Pooling and Servicing Agreement or
(v) with respect to any assignment of Mortgage, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage.
(b) While each such Mortgage or assignment is being recorded, if necessary,
the Seller shall leave or cause to be left with the Custodian, on behalf of the Trustee, a certified
copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the
Trustee has not been provided with an Opinion of Counsel as described above or received
evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to
the terms hereof or as set forth above and the related Mortgage Loan is not a MOM Loan, the
failure to provide evidence of recording or such Opinion of Counsel shall be considered a
Material Defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording
fees and reasonable expenses relating to the recordation of the assignments of mortgage to the
Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Seller.
SECTION 7. Representations, Warranties and Covenants of the Seller.
The Seller hereby represents and warrants to the Purchaser, as of the date hereof
and as of the Closing Date, and covenants, that:
(i) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is qualified and in good to do
standing
business in each jurisdiction where such qualification is necessary, except where the failure to so
Seller'
qualify would not reasonably be expected to have a material adverse effect on the Seller's
business as presently conducted or on the Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby.
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(ii) The Seller has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement, and this
Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a
legal, valid and binding obligation of the Seller, enforceable against itin accordance with its
terms except as the enforceability thereof may be limited by bankruptcy, insolvency or
reorganization or by general principles of equity.
(iii) The execution, delivery and performance of this Agreement by the
Seller (x) does not conflict and will not conflict with, does not breach and will not result in a
breach of and does not constitute and will not constitute a default (or an event, which with notice
or lapse of time or both, would constitute a default) under (A) any terms or provisions of the
organizational documents of the Seller, (B) any term or provision of any material agreement,
contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of
its property is bound, or (C) any law, rule, regulation, order, judgment, writ, injunction or decree
of any court or governmental authority having jurisdiction over the Seller or any of its property
and (y) does not create or impose and will not result in the creation or imposition of any lien,
charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or
any documents or instruments evidencing or securing the Mortgage Loans.
(iv) No consent, approval, authorization or order of, registration or
filing with, or notice on behalf of the Seller to any governmental authority or court is required,
under federal laws or the laws of the State of New York, for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement or the
consummation by the Seller of any other transaction contemplated hereby and by the Pooling and
Servicing Agreement; provided, however, that the Seller makes no representation or warranty
regarding federal or state securities laws in connection with the sale or distribution of the
Certificates.
(v) This Agreement does not contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements contained herein not
misleading. The written statements, reports and other documents prepared and furnished or to be
prepared and furnished by the Seller pursuant to this Agreement or in connection with the
transactions contemplated hereby taken in the aggregate do not contain any untrue statement of
material fact or omit to state a material fact necessary to make the statements contained therein
not misleading.
(vi) The Seller is not in violation of, and the execution and delivery of
this Agreement by the Seller and its performance 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
over the Seller or its assets, which violation might have consequences that would materially and
adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets
or might have consequences that would materially and adversely affect the performance of its
obligations and duties hereunder.
(vii) The Seller does not believe, nor does ithave any reason or cause to
believe, that itcannot perform each and every covenant contained in this Agreement.
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(viii) Immediately prior to the sale of the Mortgage Loans to the
Purchaser as herein contemplated, the Seller was the owner of the related Mortgage and the
indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the
Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall
retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage
Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date
hereof.
(ix) There are no actions or proceedings against, or investigations
known to it of, the Seller before any court, administrative or other tribunal (A) that might
prohibit it from entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans by the Seller or the consummation of the transactions contemplated by this Agreement or
(C) that might prohibit or materially and adversely affect the performance by the Seller of its
obligations under, or validity or enforceability of, this Agreement.
(x) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and 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 or any similar statutory provisions in effect in any relevant
jurisdiction, except any as may have been complied with.
(xi) The Seller has not dealt with any broker, investment banker, agent
or other person, except for the Purchaser or any of its affiliates, that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans (except that an
entity that previously financed the Seller's ownership of the Mortgage Loans may be entitled to a
fee to release its security interest in the Mortgage Loans, which fee shall have been paid and
which security interest shall have been released on or prior to the Closing Date).
(xii) There is no litigation currently pending or, to the best of the
Seller's knowledge without independent investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of
the Certificates or the execution, delivery, performance or enforceability of this Agreement, or
that would result in a material adverse change in the financial condition of the Seller.
(xiii) The Seller is a HUD approved mortgagee pursuant to Section 203
of the National Housing Act.
SECTION 8. Representations and Warranties of the Seller Relating to the
Mortgage Loans.
The Seller hereby represents and warrants to the Purchaser that as to each Mortgage Loan
as of the Closing Date:
(i) Information provided to the Rating Agencies, including the loan
level detail set forth on the Mortgage Loan Schedule, is true and correct to the
according Rating
Agency requirements;
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(ii
Preview
FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 MORTGAGE LOAN PURCHASE AGREEMENT "Agreement" This is a Mortgage Loan Purchase Agreement (this "Agreement"), dated January "Seller" 31, 2007, between Nomura Credit & Capital, Inc., a Delaware corporation (the "Seller") and "Purchaser" Nomura Home Equity Loan, Inc., a Delaware corporation (the "Purchaser"). Preliminary Statement The Seller intends to sell the Mortgage Loans (as hereinafter identified) and any rights of the Seller in,to and under the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement (exclusive of upfront premiums paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date) to the Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool comprising the Trust Fund. The Trust Fund will be evidenced by a single series of asset-backed certificates designated as Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series "Certificates" 2007-2, Asset-Backed Certificates (the "Certificates"). The Certificates will consist of nineteen (19) classes of certificates. The Certificates will be issued pursuant to a pooling and servicing agreement, dated as of January 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser as depositor, Ocwen Loan Servicing, LLC ("Ocwen"), as a servicer, Equity One, Inc. (" One" ("Equity One"), as a servicer, Select Portfolio Servicing, LLC ("SPS"), as a servicer, Wells (" Fargo" Fargo Bank, N.A. ("Wells Fargo") as master servicer and securities administrator, the Seller as "Trustee" sponsor and HSBC Bank USA, National Association as trustee (the "Trustee"). The Purchaser will sell the Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, and Class M-9 ("Greenwich" Certificates to Greenwich Capital Markets, Inc. ("Greenwich"), Citigroup Global Markets Inc. ("Citigroup") and UBS Securities LLC ("UBS", together with Greenwich and Citigroup, the "Underwriters" "Underwriters"), pursuant to the Underwriting Agreement, dated January 30, 2007, among the Purchaser and the Underwriters and the Terms Agreement, dated January 30, 2007, among the Purchaser and the Underwriters. The Purchaser will sell the Class B-1 Certificates to Greenwich pursuant to the Purchase Agreement, dated as of January 31, 2007, between the Purchaser and Greenwich. Capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Pursuant to the custodial agreement, dated as of January 1, Agreement" 2007 (the "Custodial Agreement"), among the Trustee, Ocwen as a servicer, Equity One as a servicer, SPS as a servicer, Wells Fargo as a servicer (Wells Fargo, together with Ocwen, Equity "Custodian" One and SPS, the "Servicers") and Wells Fargo as custodian (the "Custodian"), the Trustee intends to have the Custodian take possession of the Mortgages and Mortgage Notes, along with certain other documents specified in the Custodial Agreement, as the custodian of the Trustee, in accordance with the terms and conditions thereof. The parties hereto agree as follows: SECTION 1. Agreement to Purchase. The Seller hereby sells, and the Date" Purchaser hereby purchases, on January 31, 2007 (the "Closing Date"), (a) certain conventional, one-to-four family, fixed-rate and adjustable-rate mortgage loans secured by firstor second liens Loans" on residential real properties (the "Mortgage Loans"), having an aggregate principal balance as Date" of the close of business on January 1, 2007 (the "Cut-off Date") of $930,628,299 approximately Balance" (the "Closing Balance"), after giving effect to all payments due on the Mortgage Loans on or 1 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 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 and (b) the rights under the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement (exclusive of upfront premiums paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date). SECTION 2. Mortgage Loan Schedule. The Purchaser and the Seller have agreed upon which of the mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant to this Agreement and the Seller will prepare or cause to be prepared on or Schedule" prior to the Closing Date a final schedule (the "Closing Schedule") that describes such Mortgage Loans and sets forth allof the Mortgage Loans to be purchased under this Agreement, including the Prepayment Charges. The Closing Schedule will conform to the requirements set forth in this Schedule" Agreement and to the definition of "Mortgage Loan under the Pooling and Servicing Agreement. SECTION 3. Consideration. (a) In consideration for the Mortgage Loans and the rights under the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement (exclusive of any upfront premium paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date) to be purchased hereunder, the Purchaser shall, as described in Section 10, (i) pay to or upon the Price" order of the Seller in available funds an amount (the "Purchase equal to [~' [ T and a immediately 100% interest in the Class B-1, Class X, Class P, Class Price") R and Class (i) R-X (ii) Certificates of which the Class B-1 Certificates shall be registered in the name of Cede & Co., the Class X, Class P, Class R Certificates and Class R-X Certificates shall be registered solely in the name of Nomura Credit 4 Capital, Inc. (b) The Purchaser or any assignee, transferee or designee of the Purchaser shall be entitled to all scheduled payments of principal due after the Cut-off Date, all other payments of principal due and collected after the Cut-off Date, and all payments of interest on the Mortgage Loans allocable to the period after the Cut-off Date. All scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Seller. (c) Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign all of its right, titleand interest in and to the Mortgage Loans, the Basis Risk Cap Agreement, the Swap Agreement, and the Interest Rate Cap Agreement (exclusive of upfront premiums paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date) together with itsrights under this Agreement, to the Trustee for the benefit of the Certificateholders. * Please contactNomura Credit & Capital,Inc.for pricing information. 2 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 SECTION 4. Transfer of the Mortgage Loans. (a) Possession of Mortgage Files. The Seller does hereby sell to the Purchaser, without recourse but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans, including the related Prepayment Charges, the Basis Risk Cap Agreement, the Swap Agreement, and the Interest Rate Cap Agreement (exclusive of upfront premiums paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing Date). The contents of each Mortgage File not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the other contents of the related Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered immediately to the Purchaser or as otherwise directed by the Purchaser. (b) Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a Date" "Mortgage File Delivery Date"), the documents set forth on Exhibit 1 hereto, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: "Certified to be a true and correct copy of the original, which has been transmitted for recording"; (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2, the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the 3 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above. (c) In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Seller further agrees that it will cause, at the Seller's own expense, within thirty (30) days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser and by the Purchaser to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a)the code in the field which identifies the specific Trustee Field" and (b) the code in the field "Pool which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicers to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of the Pooling and Servicing Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of the Pooling and Servicing Agreement or the Servicing Agreement, as applicable. (d) Acceptance of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any assignee, transferee or designee of the Purchaser at any time before or after the Closing Date (and with respect to each document permitted to be delivered after the Closing Date, within seven (7) days of its delivery) to ascertain that all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule. (e) Transfer of Interest in Agreements. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller. SECTION 5. Examination of Mortgage Files. (a) On or before the Mortgage File Delivery Date, the Seller will have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or the Seller and/or the Seller's custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the Seller shall make the Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm the Seller's compliance with the delivery and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition, upon request of the Purchaser, the Seller agrees to provide to the Purchaser, the Underwriters and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans (which may 4 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 be at the offices of the Seller and/or the Seller's custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions with the Purchaser, the Underwriters and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, the Underwriters and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate. (b) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the Custodian on behalf of the Trustee, for the benefit of the Certificateholders, will review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Seller a certification in the form attached as Exhibit 1 to the Custodial Agreement. (c) Pursuant to the Pooling and Servicing Agreement, the Trustee or the Custodian, on behalf of the Trustee, will review the Mortgage Files within 180 days of the Closing Date and will deliver to the Seller a final certification substantially in the form of Exhibit 2 to the Custodial Agreement. If the Custodian is unable to deliver a final certification with respect to the items listed in Exhibit 2 due to any document that is missing, has not been executed or is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Final Mortgage Loan Schedule Defect" (a "Material Defect"), pursuant to Section 6 of the Custodial Agreement, the Custodian will notify the Trustee of such Material Defect and the Trustee shall notify the Seller of such Material Defect. The Seller shall correct or cure any such Material Defect within ninety (90) days from the date of notice from the Trustee of the Material Defect and if the Seller does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Seller will, in accordance with the terms of the Pooling and Servicing Agreement, within ninety (90) days of the date of notice, provide the Trustee with a Substitute Mortgage Loan (if within two (2) years of the Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original security instrument or intervening assignments thereof or a certified copy because the originals of such documents or such certified copy have not been returned by the applicable jurisdiction, then the Seller shall not be required to repurchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of the Seller or a Servicing Officer confirming that such documents have been accepted for recording, and delivery to the Trustee shall be effected by the Seller within thirty (30) days of its receipt of the original recorded document. (d) At the time of any substitution, the Seller shall deliver or cause to be delivered the Replacement Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i)assign to the Seller and cause the Custodian, on behalf of the Trustee, to release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Custodian, on behalf of the Trustee, relating to the Deleted 5 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller titleto such Deleted Mortgage Loan. SECTION 6. Recordation of Assignments of Mortgage. (a) The Seller will, promptly after the Closing Date, cause each Mortgage and each assignment of Mortgage from the Seller to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided, however, the Seller need not cause to be recorded any assignment for which (a) the related Mortgaged Property is located in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan or (b) MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee of record solely as nominee for Seller and its successors and assigns; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than twenty-five percent (25%) of the Trust, (ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 8.02 of the Pooling and Servicing Agreement or (v) with respect to any assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. (b) While each such Mortgage or assignment is being recorded, if necessary, the Seller shall leave or cause to be left with the Custodian, on behalf of the Trustee, a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not been provided with an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above and the related Mortgage Loan is not a MOM Loan, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a Material Defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Seller. SECTION 7. Representations, Warranties and Covenants of the Seller. The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that: (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified and in good to do standing business in each jurisdiction where such qualification is necessary, except where the failure to so Seller' qualify would not reasonably be expected to have a material adverse effect on the Seller's business as presently conducted or on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby. 6 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 (ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against itin accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity. (iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the organizational documents of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound, or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans. (iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates. (v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading. (vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance 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 over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder. (vii) The Seller does not believe, nor does ithave any reason or cause to believe, that itcannot perform each and every covenant contained in this Agreement. 7 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 (viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof. (ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit it from entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement. (x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and 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 or any similar statutory provisions in effect in any relevant jurisdiction, except any as may have been complied with. (xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans (except that an entity that previously financed the Seller's ownership of the Mortgage Loans may be entitled to a fee to release its security interest in the Mortgage Loans, which fee shall have been paid and which security interest shall have been released on or prior to the Closing Date). (xii) There is no litigation currently pending or, to the best of the Seller's knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller. (xiii) The Seller is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. SECTION 8. Representations and Warranties of the Seller Relating to the Mortgage Loans. The Seller hereby represents and warrants to the Purchaser that as to each Mortgage Loan as of the Closing Date: (i) Information provided to the Rating Agencies, including the loan level detail set forth on the Mortgage Loan Schedule, is true and correct to the according Rating Agency requirements; 8 [TPW: NYLEGAL:620697.3]17718-00153 02/20/2007 04:18 PM FILED: NEW YORK COUNTY CLERK 04/21/2018 12:36 AM INDEX NO. 650337/2013 NYSCEF DOC. NO. 306 RECEIVED NYSCEF: 04/21/2018 (ii