PATRICIA WILLIAMS, Chief Judge, Bankruptcy
THIS MATTER having come on regularly for hearing upon the Motion of Metropolitan Mortgage Securities Co., Inc. ("Metropolitan") and Summit Securities, Inc. ("Summit"), by and through their respective counsel, for an Order Authorizing Sale Of Certain Timeshare Mortgage Loans And Approving Timeshare Mortgage Loan Purchase And Sale Agreement (the "Motion") seeking authorization for Metropolitan and Summit to sell interests in certain timeshare mortgage loans which are secured by notes and mortgages or deeds of trust on timeshare estates (collectively, the "Mortgage Loans") to Freedom Financial LLC ("Freedom") in accordance with the terms of the Timeshare Mortgage Loan Purchase and Sale Agreement between the parties dated April 21, 2005 (the "Agreement"), a copy of which is attached to the Motion as Exhibit "A," and it appearing from the records and files herein that due notice of the Motion was transmitted pursuant to the Standing Order Limiting Notice In Jointly Administered Case entered herein on February 6, 2004, and it appearing that no objections to the Motion were filed, and the Court being fully advised in the premises; NOW THEREFORE,
IT IS HEREBY ORDERED that Metropolitan and Summit are authorized to sell their respective interests in the Mortgage Loans to Freedom pursuant to the terms of the Agreement and to consummate the transactions contemplated therein.
IT IS FURTHER ORDERED that the purchase price, to be paid in cash at closing, shall be calculated by the aggregate amount equal to the Purchase Price Percentage multiplied by the Outstanding Principal Balance of each Mortgage Loan as of the Cut-Off Date, plus accrued but unpaid interest, plus the Servicing Advances Purchase Price Percentage multiplied by the Servicing Advances Balance. Metropolitan and Summit shall retain all right, title, and interest in the payments including, but not limited to, principal, accrued interest, late fees, prepayments, and expenses incurred, and or collected, on or before the Cut-Off Date.
IT IS FURTHER ORDERED that, in addition to other remedies of Freedom, Metropolitan or Summit will reprice or repurchase, for a period of sixty (60) days from the Closing Date, any of their respective Mortgage Loans for which there is a breach of a representation or warranty which is incurable.
IT IS FURTHER ORDERED that closing shall occur within fifteen (15) days of entry of this order becoming a final, non-appealable order.
IT IS FURTHER ORDERED that Freedom is not assuming or acquiring any of Metropolitan's or Summit's liabilities related to the Mortgage Loans or liens against the loans that accrue prior to the Cut-Off Date, and the obligations of Metropolitan or Summit hereunder shall survive confirmation of any plan of reorganization, the conversion of Metropolitan's or Summit's bankruptcy cases to cases under Chapter 7 of the Bankruptcy Code, or the dismissal of those bankruptcy cases.
IT IS FURTHER ORDERED that there are no liens, claims, or interests against the Mortgage Loans. Metropolitan and Summit, respectively, are vested with full title to each Mortgage Loan, and, as of the Closing Date, have the power and authority to assign and transfer each Mortgage Loan to Freedom free and clear of liens.
IT IS FURTHER ORDERED that Freedom is a third party purchaser, buying in good faith for value. In the event of a reversal or modification on appeal of the order authorizing the proposed sale, Freedom would be entitled to the protection of 11 USC § 363(m) unless the sale were stayed pending appeal.
IT IS FURTHER ORDERED that the proposed sale is not subject to avoidance under 11 USC § 363(n). The purchase price was negotiated through a private sale, and was not controlled by any agreement among potential bidders.
IT IS FURTHER ORDERED that, in the event Ocwen fails to perform its obligations under the Servicing Agreements in connection with the sale of the Loans to Freedom pursuant to the Agreement, Metropolitan and Summit reserve their rights to seek an order of this Court compelling Ocwen to perform such obligations.