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NEW CENTURY MORTGAGE SECURITIES LLC
as Purchaser,
NEW CENTURY CREDIT CORPORATION
as Seller,
and
NC CAPITAL CORPORATION
as Responsible Party
__________________________
MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT
Series 2005-1
Dated as of February 25, 2005
__________________________
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TABLE OF CONTENTS
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Page
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ARTICLE I
DEFINITIONS..................................................2
Section 1.1
Definitions...............................................2
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS................2
Section 2.1 Sale
of Mortgage Loans....................................2
Section 2.2
Agreement to Purchase.....................................5
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH..........5
Section 3.1
Representations and Warranties............................5
ARTICLE IV
SELLER'S COVENANTS..........................................19
Section 4.1
Covenants of the Seller..................................19
ARTICLE V
INDEMNIFICATION BY THE RESPONSIBLE PARTY....................19
Section 5.1
Indemnification..........................................19
ARTICLE VI
TERMINATION.................................................20
Section 6.1
Termination..............................................20
ARTICLE VII
MISCELLANEOUS PROVISIONS....................................20
Section 7.1
Amendment................................................20
Section 7.2
Governing Law............................................20
Section 7.3
Notices..................................................20
Section 7.4
Severability of Provisions...............................22
Section 7.5
Relationship of Parties..................................22
Section 7.6
Counterparts.............................................22
Section 7.7
Further Agreements.......................................22
Section 7.8 Intention of the
Parties.................................22
Section 7.9
Successors and Assigns; Assignment
of Purchase Agreement....................................22
Section 7.10
Survival.................................................23
Section 7.11 Third
Party Beneficiary..................................23
EXHIBIT A
MORTGAGE LOAN SCHEDULE..................................A-1
EXHIBIT B
FORM OF LOST NOTE AFFIDAVIT.............................B-1
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This MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT (this
"Agreement"), dated as of February 25,
2005, is made among New Century Credit
Corporation (the "Seller"), New Century
Mortgage Securities, LLC (the
"Purchaser") and NC Capital Corporation
(the "Responsible Party").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Seller owns the Mortgage Loans indicated on the
Mortgage Loan Schedule attached as Exhibit
1 hereto (the "Mortgage Loans"),
including rights to (a) any property
acquired by foreclosure or deed in lieu of
foreclosure or otherwise, (b) the proceeds
of any insurance policies covering
the Mortgage Loans and (c) its rights with
respect to each of the Cap Contracts;
and
WHEREAS, the parties hereto desire that the Seller sell the
Mortgage Loans to the Purchaser and
transfer its rights under each of the Cap
Contracts to the Purchaser, and that the
Responsible Party make certain
representations and warranties on the
Closing Date and undertake certain
obligations on the Closing Date with
respect to such Mortgage Loans, in each
case pursuant to the terms of this
Agreement; and
WHEREAS, pursuant to the terms of an Amended and Restated
Trust Agreement dated as of February 25,
2005 (the "Trust Agreement"), among the
Purchaser, as depositor, Wilmington Trust
Company, as owner trustee (the "Owner
Trustee") and Deutsche Bank National Trust
Company, as certificate registrar and
certificate paying agent, the Purchaser
will convey the Mortgage Loans to the
Issuer; and
WHEREAS, pursuant to the terms of a Servicing Agreement dated
as of February 25, 2005 (the "Servicing
Agreement"), among New Century Mortgage
Corporation, as master servicer (the
"Master Servicer"), a Trust Estate
designated as New Century Home Equity Loan
Trust 2005-1, a Delaware statutory
trust (the "Issuer") and Deutsche Bank
National Trust Company ("Deutsche Bank"),
as Indenture Trustee (the "Indenture
Trustee"), the Master Servicer will service
the Mortgage Loans directly or through one
or more Sub-Servicers; and
WHEREAS, pursuant to the terms of an Indenture dated as of
February 25, 2005 (the "Indenture"),
between the Issuer and the Indenture
Trustee, the Issuer will pledge the
Mortgage Loans to the Indenture Trustee and
issue and transfer to the Purchaser the
Asset-Backed Notes, Series 2005-1, Class
A-1ss, Class A-1mz, Class A-2a, Class A-2b,
Class A-2c, Class A-2mz, 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 Notes (collectively, the
"Notes"), representing debt of the Issuer;
and
WHEREAS, the parties intend these transactions to be treated
for federal, state and local tax purposes
as the retention by the Seller of
ownership of the Mortgage Loans and
issuance by the Seller of secured
indebtedness evidenced by the Notes, and
have mutually covenanted to treat the
transactions consistent with that intent
for all federal, state and local tax
purposes;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree
as follows:
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For all purposes of this Mortgage
Loan Sale and Contribution Agreement,
except as otherwise expressly provided
herein or unless the context otherwise
requires, capitalized terms not otherwise
defined herein shall have the meanings
assigned to such terms in the Definitions
attached to the Indenture as Appendix A,
which is incorporated by reference
herein. All other capitalized terms used
herein shall have the meanings
specified herein.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Mortgage Loans.
(a) The Seller, by the execution and delivery of this
Agreement, does hereby sell, assign, set
over, and otherwise convey to the
Purchaser, without recourse but subject to
the terms of this Agreement, all of
the Seller's right, title and interest in,
to and under the Mortgage Loans,
after giving effect to all payments due on
the Mortgage Loans on or before the
Cut-off Date, whether or not received
including the right to any Prepayment
Charges payable by the related Mortgagors
in connection with any Principal
Prepayments on the Mortgage Loans, whether
now existing or hereafter acquired
and wherever located, on the Closing Date
and as of the Cut-off Date, as well as
all of its right, title and interest in, to
and under each of the Cap Contracts.
(b) In connection with such conveyances by the Seller, the
Seller shall on behalf of the Purchaser
deliver to the Indenture Trustee, on or
before the Closing Date, the following
documents or instruments with respect to
each Mortgage Loan:
(i) the original Mortgage Note, endorsed in blank or
in the following form "Pay to the order of Deutsche Bank
National Trust Company, as Indenture Trustee under the
applicable agreement, without recourse," with all prior and
intervening endorsements showing a complete chain of
endorsement from the originator to the Person so endorsing to
the Indenture Trustee;
(ii) the original Mortgage with evidence of recording
thereon, and the original recorded power of attorney, if the
Mortgage was executed pursuant to a power of attorney, with
evidence of recording thereon;
(iii) an original Assignment in blank;
(iv) the original recorded Assignment or Assignments
showing a complete chain of assignment from the originator to
the Person assigning the Mortgage to the Indenture Trustee as
contemplated by the immediately preceding clause (iii);
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(v) the original or copies of each assumption,
modification, written assurance or substitution agreement, if
any; and
(vi) the original lender's title insurance policy or,
if the original title policy has not been issued, the
irrevocable commitment to issue the same.
If a material defect in any Mortgage File is discovered which
may materially and adversely affect the
value of the related Mortgage Loan, or
the interests of the Indenture Trustee (as
pledgee of the Mortgage Loans), the
Noteholders or the Certificateholders in
such Mortgage Loan including if any
document required to be delivered to the
Indenture Trustee has not been
delivered (provided that a Mortgage File
will not be deemed to contain a defect
for an unrecorded assignment under clause
(iii) above if the Seller has
submitted such assignment for recording
pursuant to the terms of the following
paragraph), the Responsible Party shall
cure such defect, repurchase the related
Mortgage Loan at the Purchase Price or
substitute a Qualified Substitute
Mortgage Loan for the related Mortgage Loan
upon the same terms and conditions
set forth in Section 3.1 hereof for
breaches of representations and warranties
as to the Mortgage Loans.
With respect to a maximum of approximately 2.0% of the
Mortgage Loans, by outstanding Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date, if any original
Mortgage Note referred to in Section
2.1(b)(i) above cannot be located, the
obligations of the Seller to deliver such
documents shall be deemed to be satisfied
upon delivery to the Purchaser of a
photocopy of such Mortgage Note, if
available, with a lost note affidavit
substantially in the form of Exhibit B
hereto. If any of the original Mortgage
Notes for which a lost note affidavit was
delivered to the Purchaser is
subsequently located, such original
Mortgage Note shall be delivered to the
Purchaser within three Business Days.
The Seller promptly shall (within sixty Business Days
following the later of the Closing Date and
the date of the receipt by the
Seller of the recording information for a
Mortgage but in no event later than
ninety days following the Closing Date)
submit or cause to be submitted for
recording, at no expense to the Purchaser
(or the Trust Estate or the Indenture
Trustee under the Indenture), in the
appropriate public office for real property
records, each Assignment referred to in
clauses (b)(iii) and (b)(iv) of this
Section 2.1 and shall execute each original
Assignment in the following form:
"Deutsche Bank National Trust Company, as
Indenture Trustee under the applicable
agreement." In the event that any such
Assignment is lost or returned unrecorded
because of a defect therein, the Seller
promptly shall prepare a substitute
Assignment or cure such defect, as the case
may be, and thereafter cause each
such Assignment to be duly recorded.
Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing
and to reduce closing costs, the
Assignments shall not be required to be
submitted for recording (except with
respect to any Mortgage Loan located in
Maryland) unless such failure to record
would result in a withdrawal or a
downgrading by any Rating Agency of the rating
on any Class of Notes; provided, however,
each Assignment shall be submitted for
recording by the Seller in the manner
described above, at no expense to the
Purchaser, upon the earliest to occur of:
(i) reasonable direction by Holders of
Notes entitled to at least 25% of the
Voting Rights, (ii) the occurrence of a
Master Servicer Event of Default, (iii) the
occurrence of a
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bankruptcy, insolvency or foreclosure
relating to the Master Servicer, (iv) the
occurrence of a servicing transfer as
described in Section 6.02 of the Servicing
Agreement, (v) with respect to any one
Assignment, the occurrence of a
bankruptcy, insolvency or foreclosure
relating to the Mortgagor under the
related Mortgage and (vi) any Mortgage Loan
that is 90 days or more delinquent.
Upon (a) receipt of written notice that
recording of the Assignments is required
pursuant to one or more of the conditions
(excluding condition (vi) above) set
forth in the preceding sentence or (b) upon
the occurrence of condition (vi) in
the preceding sentence, the Seller shall be
required to deliver such Assignments
within 30 days following receipt of such
notice.
If any of the documents referred to in Sections 2.1(b)(ii),
(iii) or (iv) above has, as of the Closing
Date, been submitted for recording
but either (x) has not been returned from
the applicable public recording office
or (y) has been lost or such public
recording office has retained the original
of such document, the obligations of the
Seller to deliver such documents shall
be deemed to be satisfied upon (1) delivery
to the Purchaser or its assignee,
transferee or designee of a copy of each
such document certified by the
Originator in the case of (x) above or the
applicable public recording office in
the case of (y) above to be a true and
complete copy of the original that was
submitted for recording and (2) if such
copy is certified by the Originator,
delivery to the Purchaser or its assignee,
transferee or designee promptly upon
receipt thereof of either the original or a
copy of such document certified by
the applicable public recording office to
be a true and complete copy of the
original. Notice shall be provided to the
Indenture Trustee and the Rating
Agencies by the Seller if delivery pursuant
to clause (2) above will be made
more than 180 days after the Closing Date.
If the original lender's title
insurance policy was not delivered pursuant
to Section 2.1(b)(vi) above, the
Seller shall deliver or cause to be
delivered to the Purchaser or its assignee,
transferee or designee promptly after
receipt thereof, the original lender's
title insurance policy. The Seller shall
deliver or cause to be delivered to the
Purchaser or its assignee, transferee or
designee promptly upon receipt thereof
any other original documents constituting a
part of a Mortgage File received
with respect to any Mortgage Loan,
including, but not limited to, any original
documents evidencing an assumption or
modification of any Mortgage Loan.
Each original document relating to a Mortgage Loan which is
not delivered to the Purchaser or its
assignee, transferee or designee, if held
by the Seller, shall be so held for the
benefit of the Purchaser, its assignee,
transferee or designee.
(c) The parties hereto intend (other than for federal, state
and local tax purposes) that the
transactions set forth herein, including the
sale of the Mortgage Loans pursuant to this
Agreement, constitute a sale by the
Seller to the Purchaser of all the Seller's
right, title and interest in and to
the Mortgage Loans and other property as
and to the extent described above. In
the event the transactions set forth herein
are deemed not to be a sale, the
Seller hereby grants to the Purchaser a
security interest in all of the Seller's
right, title and interest in, to and under
the Mortgage Loans and such other
property, to secure all of the Seller's
obligations hereunder, and this
Agreement shall constitute a security
agreement under applicable law. The Seller
agrees to take or cause to be taken such
actions and to execute such documents,
including without limitation the filing of
all necessary UCC-1 financing
statements filed in the State of California
(which shall have been submitted for
filing as of the Closing Date with respect
to the Stated Principal Balance of
the Mortgage Loans), any continuation
statements with
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respect thereto and any amendments thereto
required to reflect a change in the
name or corporate structure of the Seller
or the filing of any additional UCC-1
financing statements due to the change in
the principal office of the Seller, as
are necessary to perfect and protect the
Purchaser's interests in each Mortgage
Loan and the proceeds thereof.
Section 2.2 Agreement to Purchase.
The Seller agrees to sell and the Purchaser agrees to
purchase, on or before February 25, 2005
(the "Closing Date"), certain
fixed-rate and adjustable-rate, first lien
and second lien, conventional, one-
to four-family, residential mortgage loans
(the "Mortgage Loans"), having an
aggregate principal balance as of the close
of business on February 1, 2005,
(the "Cut-off Date") of $2,991,323,9878.77
(the "Closing Balance"), after giving
effect to all payments due on the Mortgage
Loans on or before the Cut-off Date,
whether or not received including the right
to any Prepayment Charges payable by
the related Mortgagors in connection with
any Principal Prepayments on the
Mortgage Loans. The purchase price payable
in connection with such sale shall
consist of (i) the cash proceeds from the
sale of the Notes and (ii) delivery of
the Trust Certificates to the Seller.
The Seller
and the Purchaser intend that the sale of the
Mortgage Loans to the Purchaser, followed
by the Purchaser's sale of the
Mortgage Loans to the Issuer, shall be
treated for federal, state and local tax
purposes as a transfer by the Seller
directly to the Issuer (followed by the
issuance by the Issuer of Notes that are
intended by all parties to such
issuance to be treated for federal, state
and local tax purposes as indebtedness
of the Seller secured by the Mortgage
Loans).
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.1 Representations and Warranties. The Responsible
Party (in the case of (a) and (c) below)
and Seller (in the case of (b) below)
hereby represents and warrants to the
Purchaser as of the Closing Date (or if
otherwise specified below, as of the date
so specified):
(a) As to the Responsible Party:
(1) The Responsible Party is duly organized, validly existing
and in good standing as a corporation under the laws of the State
of
California with full corporate power and authority to conduct
its
business as presently conducted by it to the extent material to
the
consummation of the transactions contemplated herein. The
Responsible
Party has the full corporate power and authority to execute and
deliver, engage in the transactions contemplated by, and perform
and
observe the terms and conditions of this Agreement.
(2) The Responsible Party 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 Seller and the
Purchaser,
constitutes a legal, valid and binding obligation of the
Responsible
Party,
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enforceable against it in accordance with its terms except as
the
enforceability thereof may be limited by bankruptcy, insolvency
or
reorganization or by general principles of equity.
(3) The execution, delivery and performance of this Agreement
by the Responsible
Party (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 articles of incorporation or by-laws
of
the Responsible Party, (B) any term or provision of any
material
agreement, contract, instrument or indenture, to which the
Responsible
Party is a party or by which the Responsible Party 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 Responsible Party 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 value of the Mortgage
Loans.
(4) No consent, approval, authorization or order of,
registration or filing with, or notice on behalf of the
Responsible
Party to any governmental authority or court is required, under
federal
laws or the laws of the State of California, for the execution,
delivery and performance by the Responsible Party of, or compliance
by
the Responsible Party with, this Agreement or the consummation by
the
Responsible Party of any other transaction contemplated hereby and
by
the Indenture; provided, however, that the Responsible Party makes
no
representation or warranty regarding federal or state securities
laws
in connection with the sale or distribution of the Notes and
Certificates.
(5) This Agreement does not contain any untrue statement of a
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 Responsible Party pursuant to this Agreement
or in
connection with the transactions contemplated hereby taken in
the
aggregate do not contain any untrue statement of a material fact
or
omit to state a material fact necessary to make the statements
contained therein not misleading.
(6) The Responsible Party is not in violation of, and the
execution and delivery of this Agreement by the Responsible Party
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 Responsible Party
or
its assets, which violation might have consequences that would
materially and adversely affect the condition (financial or
otherwise)
or the operation of the Responsible Party or its assets or might
have
consequences that would materially and adversely affect the
performance
of its obligations and duties hereunder.
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(7) The Responsible Party does not believe, nor does it have
any reason or cause to
believe, that it cannot perform each and every
covenant contained in this Agreement.
(8) There are no actions or proceedings against, or
investigations known to it of, the Responsible Party before any
court,
administrative or other tribunal (A) that might prohibit its
entering
into this Agreement or any other Basic Agreement, (B) seeking
to
prevent consummation of the transactions contemplated by this
Agreement
or (C) that might prohibit or materially and adversely affect
the
performance by the Responsible Party of its obligations under,
or
validity or enforceability of, this Agreement.
(9) There is no litigation currently pending or, to the best
of the Responsible Party's knowledge without independent
investigation,
threatened against the Responsible Party that would reasonably
be
expected to adversely affect the issuance of the Notes and
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 Responsible Party.
(b) As to the Seller:
(1) The Seller is duly organized, validly existing and in good
standing as a corporation under the laws of the State of
California
with full corporate power and authority to conduct its business
as
presently conducted by it to the extent material to the
consummation of
the transactions contemplated herein. The Seller has the full
corporate
power and authority to own the Mortgage Loans and to transfer
and
convey the Mortgage Loans to the Purchaser and has the full
corporate
power and authority to execute and deliver, engage in the
transactions
contemplated by, and perform and observe the terms and conditions
of
this Agreement.
(2) 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 Responsible Party and the Purchaser,
constitutes a
legal, valid and binding obligation of the Seller, enforceable
against
it in accordance with its terms except as the enforceability
thereof
may be limited by bankruptcy, insolvency or reorganization or
by
general principles of equity.
(3) 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 articles of incorporation or by-laws 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
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encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or
securing
the Mortgage Loans.
(4)
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 California, 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 Indenture; 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
Notes and Certificates.
(5) This Agreement does not contain any untrue statement of a
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 a material fact or omit to state
a
material fact necessary to make the statements contained therein
not
misleading.
(6) 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.
(7) The Seller does not believe, nor does it have any reason
or cause to believe, that it cannot perform each and every
covenant
contained in this Agreement.
(8) Immediately prior to the sale of the Mortgage Loans to the
Purchaser as herein contemplated, the Seller will be the owner of
the
related Mortgage and the indebtedness evidenced by the related
Mortgage
Note, and, upon the payment to the Seller of the Mortgage Loan
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.
(9) 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 its
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.
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(10) 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 are not subject to the bulk transfer or
any
similar statutory provisions.
(11) [intentionally omitted]
(12) 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).
(13) 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
Notes
and 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.
(c) As to each Mortgage Loan:
(1) The information set forth in the Mortgage Loan Schedule,
including the field concerning any related Prepayment Charge,
is
complete, true and correct as of the Cut-off Date;
(2) [intentionally omitted]
(3) (a) All payments required to be made on or before the
first day of the month prior to the month of the Closing Date,
with
respect to such Mortgage Loan under the terms of the Mortgage Note
have
been made; (b) none of the Seller, the Responsible Party or the
Originator has advanced funds, or induced, solicited or
knowingly
received any advance of funds from a party other than the owner of
the
related Mortgaged Property, directly or indirectl
