NEW CENTURY MORTGAGE SECURITIES
LLC
as Purchaser,
NEW CENTURY CREDIT
CORPORATION
as Seller,
and
NC CAPITAL CORPORATION
as Responsible Party
MORTGAGE LOAN PURCHASE AGREEMENT
Series 2005-3
Dated as of June 24, 2005
TABLE OF CONTENTS
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ARTICLE I
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DEFINITIONS
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Section 1.1
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Definitions
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ARTICLE II
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SALE OF MORTGAGE LOANS AND RELATED
PROVISIONS
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Section 2.1
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Sale of Mortgage Loans.
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Section 2.2
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Agreement to Purchase.
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ARTICLE III
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REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
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Section 3.1
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Representations and
Warranties
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ARTICLE IV
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SELLER’S COVENANTS
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Section 4.1
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Covenants of the Seller
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ARTICLE V
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INDEMNIFICATION BY THE RESPONSIBLE
PARTY
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Section 5.1
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Indemnification
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ARTICLE VI
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TERMINATION
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Section 6.1
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Termination
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ARTICLE VII
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MISCELLANEOUS PROVISIONS
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Section 7.1
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Amendment
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Section 7.2
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Governing Law
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Section 7.3
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Notices
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Section 7.4
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Severability of
Provisions
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Section 7.5
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Relationship of Parties
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Section 7.6
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Counterparts
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Section 7.7
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Further Agreements
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Section 7.8
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Intention of the Parties
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Section 7.9
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Successors and Assigns; Assignment
of Purchase Agreement
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Section 7.10
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Survival
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Section 7.11
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Third Party Beneficiary
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EXHIBIT A
EXHIBIT B
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FORM OF LOST NOTE
AFFIDAVIT
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This MORTGAGE LOAN PURCHASE
AGREEMENT (this “Agreement”), dated as of June 24,
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 June 24, 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 June 24, 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 2005-3, 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 June 24, 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 2005-3,
Class A-1ss, Class A-1mz, Class A-2a, Class A-2b, Class A-2c, Class
A-2d, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7 , Class M-8, Class M-9 and Class M-10 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:
ARTICLE I
DEFINITIONS
Section
1.1 Definitions .
For all purposes of this Mortgage Loan Purchase 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
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Section 2.1
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Sale of Mortgage Loans
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(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;
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(iii)
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an original Assignment in
blank;
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(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);
(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
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
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.
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Section 2.2
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Agreement to Purchase
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The Seller agrees to sell and the
Purchaser agrees to purchase, on or before June 24, 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 June 1, 2005, (the “Cut-off Date”)
of $2,900,967,526 (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.
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):
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(a)
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As to the Responsible
Party :
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(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,
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.
(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.
(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 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.
(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.
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(11)
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[intentionally omitted]
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(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.
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(c)
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As to each Mortgage
Loan :
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(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;
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(2)
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[intentionally omitted]
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(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 indirectly, for the payment of any
amount required by the Mortgage Note or Mortgage and (c) as of June
1, 2005, the payment required under any Mortgage Loan will not and
has not been 30 or more days delinquent more than once during the
last twelve months;
(4) There
are no delinquent taxes, ground rents, water charges, sewer rents,
assessments, insurance premiums, leasehold payments, including
assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;
(5) The
terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage; the
substance of any such waiver, alteration or modification has been
approved by the title insurer, to the extent required by the
related policy, and is reflected on the Mortgage Loan Schedule. No
instrument of waiver,