EXHIBIT 10.1
EXECUTION COPY
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RESIDENTIAL ASSET FUNDING CORPORATION
as Purchaser
and
CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Fixed Rate and Adjustable Rate Mortgage Loans
2001-CB3 Trust,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2001-CB3
Dated as of August 1, 2001
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TABLE OF CONTENTS
Page
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Article I DEFINITIONS........................................................................1
Section 1.01 Definitions........................................................................1
Article II SALE OF MORTGAGE LOANS; PAYMENT Of PURCHASE PRICE..................................2
Section 2.01 Sale of Mortgage Loans.............................................................2
Section 2.02 Obligations of Seller Upon Sale....................................................2
Section 2.03 Payment of Purchase Price for the Mortgage Loans...................................5
Article III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH................................5
Section 3.01 Seller Representations and Warranties Relating to the Mortgage Loans...............5
Section 3.02 Seller Representations and Warranties.............................................13
Article IV SELLER'S COVENANTS................................................................17
Section 4.01 Covenants of the Seller...........................................................17
Article V [RESERVED]........................................................................17
Article VI TERMINATION.......................................................................17
Section 6.01 Termination.......................................................................17
Article VII MISCELLANEOUS PROVISIONS..........................................................18
Section 7.01 Amendment.........................................................................18
Section 7.02 Governing Law.....................................................................18
Section 7.03 Notices...........................................................................18
Section 7.04 Severability of Provisions........................................................18
Section 7.05 Counterparts......................................................................18
Section 7.06 Further Agreements................................................................19
Section 7.07 Intention of the Parties..........................................................19
Section 7.08 Successors and Assigns; Assignment of this Agreement..............................19
Section 7.09 Survival..........................................................................20
Schedule I........- Mortgage Loan Schedule
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MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1, 2001
(the "Agreement"), between CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC
("C-BASS" or the "Seller") and RESIDENTIAL ASSET FUNDING CORPORATION (the
"Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Seller is the owner of either the notes or other
evidence of indebtedness (the "Mortgage Notes") or other evidence of ownership
so indicated on Schedule I hereto, and the other documents or instruments
constituting the Mortgage File (collectively, the "Mortgage Loans"); and
WHEREAS, the Seller, as of the date hereof, owns the mortgages
(the "Mortgages") on the properties (the "Mortgaged Properties") securing such
Mortgage Loans, including rights (a) to any property acquired by foreclosure or
deed in lieu of foreclosure or otherwise, and (b) to the proceeds of any
insurance policies covering the Mortgage Loans or the Mortgaged Properties or
the obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the
Mortgage Loans to the Purchaser and the Purchaser purchase the Mortgage Loans
from the Seller pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of a Pooling and Servicing
Agreement, dated as of August 1, 2001 (the "Pooling and Servicing Agreement"),
among the Purchaser, as depositor, the Seller, Xxxxxx Loan Servicing LP
("Xxxxxx"), as servicer, and The Chase Manhattan Bank, as trustee (the
"Trustee"), the Purchaser will convey the Mortgage Loans to 2001-CB3 Trust.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. All capitalized terms used but not
defined herein and below shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.
"Custodian": A custodian acceptable to the Trustee, which may
be the Trustee and which shall not be the Seller or any affiliate of the Seller.
The initial Custodian shall be The Bank of New York.
"Insurance Agreement": With respect to any FHA Mortgage Loan,
the insurance contract issued by the FHA and, with respect to any VA Mortgage
Loan, the guarantee issued by the Department of Veteran's Affairs.
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT Of PURCHASE PRICE
Section 2.01 Sale of Mortgage Loans. The Seller does hereby
agree to and does hereby sell, assign, set over, and otherwise convey to the
Purchaser, without recourse, on the Closing Date (i) all of its right, title and
interest in and to each Mortgage Loan and the related Cut-off Date Principal
Balance thereof, including any Related Documents, (ii) all payments on or
collections in respect of the Mortgage Loans received after the Cut-off Date
(except with respect to any Arrearages); (iii) property which secured such
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iv) its interest in any insurance policies in respect of the
Mortgage Loans; and (v) all proceeds of any of the foregoing.
Section 2.02 Obligations of Seller Upon Sale.
(a) In connection with any transfer pursuant to Section 2.01
hereof, the Seller further agrees, at its own expense, on or prior to the
Closing Date, (x) to indicate in its books and records that the Mortgage Loans
have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to
the Purchaser and the Trustee a computer file containing a true and complete
list of all the Mortgage Loans specifying, among other things, for each Mortgage
Loan, as of the Cut-off Date, its account number and Cut-off Date Principal
Balance. Such file (the "Mortgage Loan Schedule") which is included as Exhibit D
to the Pooling and Servicing Agreement, shall also be marked as Schedule I to
this Agreement and is hereby incorporated into and made a part of this
Agreement.
In connection with such transfer and assignment of the
Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and
deposit with, the Custodian, as the agent of the Trustee, the following
documents or instruments (with respect to each Mortgage Loan, a "Mortgage File")
with respect to each Mortgage Loan so transferred and assigned:
(i) the original Mortgage Note, endorsed either (A) in
blank or (B) in the following form: "Pay to the order of The Chase
Manhattan Bank, as Trustee under the Pooling and Servicing Agreement,
dated as of August 1, 2001, among Credit-Based Asset Servicing and
Securitization LLC, Residential Asset Funding Corporation, Xxxxxx
Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2001-CB3, without recourse", or
with respect to any lost Mortgage Note, an original lost note
affidavit stating that the original mortgage note was lost, misplaced
or destroyed, together with a copy of the related mortgage note;
(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 or, if such Mortgage or power of attorney has been
submitted for recording but has not been returned from the applicable
public recording office, has been lost or is not otherwise
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available, a copy of such Mortgage or power of attorney, as the case
may be, certified to be a true and complete copy of the original
submitted for recording;
(iii) an original Assignment of Mortgage, in form and
substance acceptable for recording. The Mortgage shall be assigned
either (A) in blank or (B) to "The Chase Manhattan Bank, as Trustee
under the Pooling and Servicing Agreement, dated as of August 1,
2001, among Credit-Based Asset Servicing and Securitization LLC,
Residential Asset Funding Corporation, Xxxxxx Loan Servicing LP and
The Chase Manhattan Bank, C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2001-CB3, without recourse";
(iv) an original copy of any intervening assignment of
Mortgage showing a complete chain of assignments;
(v) except with respect to any retail installment
contract, the original or a certified copy of the lender's title
insurance policy;
(vi) the original or copies of each assumption,
modification, written assurance or substitution agreement, if any;
(vii) for each FHA Loan, the original mortgage insurance
certificate; and
(viii) for each VA Loan, the original loan guaranty
certificate.
If any of the documents referred to in Section 2.02(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 Custodian no later than the
Closing Date, of a copy of each such document certified by the Seller 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 Seller, delivery to the
Custodian, 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. If the original lender's title insurance
policy was not delivered pursuant to Section 2.02(v) above, the Seller shall
deliver or cause to be delivered to the Custodian, a written commitment or
interim binder or preliminary report of title issued by the title insurance or
escrow company, with the original to be delivered to the Custodian, promptly
upon receipt thereof. The Seller shall deliver or cause to be delivered to the
Custodian 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.
Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the
Seller shall have 120 days to cure such defect or 150 days following the Closing
Date, in the case of missing
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Mortgages or Assignments, or deliver such missing document to the Trustee (or
within 90 days of the earlier of Seller's discovery or receipt of notification
if such defect would cause the Mortgage Loan not to be a "qualified mortgage"
for REMIC purposes). If the Seller does not cure such defect or deliver such
missing document within such time period, the Seller shall either repurchase or
substitute for such Mortgage Loan in accordance with Section 2.03 of the Pooling
and Servicing Agreement.
The Purchaser hereby acknowledges its acceptance of all right,
title and interest to the Mortgage Loans and other property, now existing and
hereafter created, conveyed to it pursuant to Section 2.01.
The parties hereto intend that the transaction set forth
herein be 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 described above. In
the event the transaction set forth herein is 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 other property
described above, whether now existing or hereafter created, to secure all of the
Seller's obligations hereunder; and this Agreement shall constitute a security
agreement under applicable law. The Seller and the Purchaser shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Pooling and Servicing Agreement.
(b) The Seller shall cause the Assignments of Mortgage which
were delivered in blank to be completed and shall cause all Assignments referred
to in 2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof
to be recorded; provided, however, the Seller need not cause to be recorded any
Assignment which relates to a Mortgage Loan 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. Under
the terms of the Pooling and Servicing Agreement, the Seller shall be required
to deliver such assignments for recording within 30 days of the Closing Date.
The Seller shall furnish the Custodian with a copy of each Assignment of
Mortgage submitted for recording. In the event that any such Assignment is lost
or returned unrecorded because of a defect therein, the Seller shall promptly
have a substitute Assignment prepared or have such defect cured, as the case may
be, and thereafter cause each such Assignment to be duly recorded. In the event
that any Mortgage Note is endorsed in blank as of the Closing Date, promptly
following the Closing Date the Seller shall cause to be completed such
endorsements "Pay to the order of The Chase Manhattan Bank, as Trustee under the
Pooling and Servicing Agreement, dated as of August 1, 2001, among Credit-Based
Asset Servicing and Securitization LLC, Residential Asset Funding Corporation,
Xxxxxx Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2001-CB3, without recourse."
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Section 2.03 Payment of Purchase Price for the Mortgage Loans.
In consideration of the sale of the Mortgage Loans from the Seller to the
Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the
Closing Date by transfer of immediately available funds, as directed by the
Seller, an amount equal to $308,289,788.91 in respect of the Mortgage Loans (the
"Purchase Price"), net of an expense reimbursement amount of $107,181.90 (the
"Expense Reimbursement Amount"), and to transfer to the Seller or its designee
on the Closing Date the Class B-2, Class N, Class X, Class R and Class R-4
Certificates (collectively, the "Private Certificates"). The Expense
Reimbursement Amount shall reimburse the Purchaser for the Purchaser's
Securities and Exchange Commission registration statement fees and the
Purchaser's registration statement administration fees allocable to the Trust.
The Seller shall pay, and be billed directly for, all expenses incurred by the
Purchaser in connection with the issuance of the Certificates, including,
without limitation, printing fees incurred in connection with the prospectus
relating to the Certificates, blue sky registration fees and expenses, fees and
reasonable expenses of Purchaser's counsel, fees of the rating agencies
requested to rate the Certificates, accountant's fees and expenses and the fees
and expenses of the Trustee and other out-of-pocket costs, if any. If the
Purchaser shall determine that the Expense Reimbursement Amount is not
sufficient to reimburse the Purchaser for all expenses incurred by it that are
subject to reimbursement by the Seller hereunder as described above, the Seller
shall promptly reimburse the Purchaser for such additional amounts upon written
notice by the Purchaser to the Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01 Seller Representations and Warranties Relating to
the Mortgage Loans. The Seller hereby represents and warrants to the Purchaser,
with respect to the Mortgage Loans, that as of the Closing Date or as of such
date specifically provided herein:
(a) The information set forth in the Mortgage Loan Schedule is
complete, true and correct as of the Cut-off Date.
(b) There are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, including assessments payable in future
installments, or other outstanding charges affecting the related Mortgaged
Property.
(c) 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 and the interests of the
Certificateholders, and which have been delivered to the Trustee; 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, alteration or modification has
been executed, and no Mortgagor has been released, in whole or in part, except,
in connection with an assumption agreement approved by the title insurer, to the
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extent required by the policy and, in the case of an FHA Loan or VA Loan, to the
extent required by the related Insurance Agreement, as applicable, and which
assumption agreement has been delivered to the Trustee and the terms of which
are reflected in the Mortgage Loan Schedule.
(d) The Mortgage Note and the Mortgage are not subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto.
(e) All buildings upon the Mortgaged Property are insured by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property
is located, pursuant to insurance policies conforming to the requirements of the
Pooling and Servicing Agreement. All such insurance policies contain a standard
mortgagee clause naming the Seller, its successors and assigns as mortgagee and
all premiums thereon have been paid. If upon origination of the Mortgage Loan,
the Mortgaged Property was in an area identified on a Flood Hazard Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made available) a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect which policy conforms to the
requirements of the Federal National Mortgage Association ("FNMA") and the
Federal Home Loan Mortgage Corporation ("FHLMC"). The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and to
seek reimbursement therefor from the Mortgagor. All acts required to be
performed to preserve the rights and remedies of the Trustee in any such
insurance policies have been performed, including, without limitation, any
necessary notifications of insurers and assignments of policies or interests
therein.
(f) Any and all requirements of any federal, state or local
law, including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the origination and servicing of the Mortgage
Loans have been complied with.
(g) The Mortgage has not been satisfied, canceled,
subordinated (other than with respect to second lien loans, the subordination to
the first lien loan and with respect to third lien loans, the subordination to
the first and second lien loans) rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
satisfaction, cancellation, subordination, rescission or release.
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(h) The Mortgage is a valid, existing and enforceable first,
second or third lien on the Mortgaged Property, including all improvements on
the Mortgaged Property subject only to (1) the lien of current real property
taxes and assessments not yet due and payable, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record as
of the date of recording being acceptable to mortgage lending institutions
generally and, in the case of FHA Loans and VA Loans, to the FHA and VA,
respectively, and specifically referred to in the lender's title insurance
policy delivered to the originator of the Mortgage Loan, (3) other matters to
which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage or the
use, enjoyment, value or marketability of the related Mortgaged Property and
which may not in any way prevent realization of the benefits of the related
Insurance Agreement, if applicable and (4) with respect to any second lien
mortgage loan, the lien of the related first mortgage loan and with respect to
any third lien mortgage loan, the lien of the related first and second mortgage
loan. Any security agreement, chattel mortgage or equivalent document related to
and delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first, second or third lien and first, second or
third priority security interest on the property described therein and the
Seller has full right to sell and assign the same to the Purchaser.
(i) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms.
(j) The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for
the mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the mortgagee pursuant to the Mortgage
Note or Mortgage.
(k) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the Mortgage
Loans and has good and marketable title to each Mortgage Loan, free and clear of
any and all liens, pledges, charges, claims, participation interests, mortgages,
security interests or encumbrances or other interests of any nature and has full
right and authority to sell and assign the same.
(l) Except with respect to any retail installment contract,
each Mortgage Loan is covered by an ALTA mortgagee title insurance policy
acceptable to FNMA or FHLMC, issued by a title insurer acceptable to (1) FNMA
and FHLMC, in the case of a conventional Mortgage Loan and (2) the FHA or VA, as
the case may be, in the case of an FHA Loan or a VA Loan, and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring
(subject to the exceptions contained in (h)(1) and (2) above) the Seller, its
successors and assigns as to the first, second or third priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against
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any loss by reason of the invalidity or unenforceability of the lien resulting
from the provisions of the Mortgage providing for adjustment in the mortgage
interest rate and/or monthly payment including any negative amortization
thereunder. Additionally, such mortgagee title insurance policy affirmatively
insures ingress and egress to and from the Mortgaged Property, and against
encroachments by or upon the Mortgaged Property or any interest therein. The
Seller is the sole insured of such mortgagee title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such mortgagee title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgagee
title insurance policy.
(m) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding that
under law could give rise to such lien) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage.
(n) The collection practices used by the Servicer with respect
to each Mortgage Note and Mortgage have been in all respects legal, proper,
prudent and customary in the mortgage servicing industry.
(o) The Mortgage and related Mortgage Note contain customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by
judicial foreclosure. There is no homestead or other exemption available to the
Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage. The Mortgagor has not
notified the Seller and the Seller has no knowledge of any relief requested or
allowed to the Mortgagor under the Soldiers and Sailors Civil Relief Act of
1940, as amended.
(p) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage.
(q) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the
Mortgagor.
(r) No Mortgage Loan contains provisions pursuant to which
monthly payments are (1) paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on behalf
of the Mortgagor, (2) paid by any source other than the Mortgagor or (3)
contains any other similar provisions
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which may constitute a "buydown" provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature.
(s) The Mortgage Note, the Mortgage, the Assignment and any
other documents required to be delivered with respect to each Mortgage Loan
pursuant to the Pooling and Servicing Agreement have been delivered to the
Trustee or its designee, all in compliance with the specific requirements of the
Pooling and Servicing Agreement.
(t) If the residential dwelling on the Mortgaged Property is a
condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets FNMA's eligibility requirements.
(u) None of the Mortgage Loans are secured by a leasehold
estate or constitute other than real property under applicable state law.
(v) The rights with respect to each Mortgage Loan are
assignable by the Seller without the consent of any Person other than consents
which will have been obtained on or before the Closing Date.
(w) The Mortgage Loans are not being transferred by the Seller
with any intent to hinder, delay or defraud any creditors of the Seller.
(x) All parties which have had any interest in each Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, and including,
without limitation, the Seller, are (or during the period in which they held and
disposed such interest, were) in compliance with any and all applicable
licensing requirements of the laws of the state wherein the property securing
the Mortgage is located to the extent that any noncompliance thereunder would
affect the value or marketability of the Mortgage Loans.
(y) To the best of Seller's knowledge, the Mortgaged Property
is free from any and all toxic or hazardous substances and there exists no
violation of any local, state or federal environmental law, rule or regulation.
(z) The Mortgaged Property is free from material damage.
(aa) Each Mortgage Loan has been serviced by the Servicer in
accordance with the terms thereof and Applicable Regulations.
(bb) [Reserved]
(cc) [Reserved]
(dd) There is no proceeding pending for the total or partial
condemnation and no eminent domain proceedings pending affecting any Mortgaged
Property.
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(ee) There was no fraud involved in the origination of any
Mortgage Loan by the applicable mortgagee or Mortgagor, and to the best of the
Seller's knowledge, there was no fraud by the appraiser or any other party
involved in the origination of any such Mortgage Loan.
(ff) Each mortgage file contains an appraisal of or a broker's
price opinion regarding the related Mortgaged Property indicating an appraised
value equal to the appraised value identified for such Mortgaged Property on the
Mortgage Loan Schedule. Each appraisal has been prepared on FNMA or FHLMC forms.
(gg) No improvements on any Mortgaged Property encroach on
adjoining properties (and in the case of a condominium unit, such improvements
are within the project with respect to that unit), and no improvements on
adjoining properties encroach upon such Mortgaged Property unless there exists
in the applicable Mortgage File a title policy with endorsements which insure
against losses sustained by the insured as a result of such encroachments.
(hh) Each Insurance Agreement is in full force and effect and
will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement.
(ii) With respect to escrow deposits, if any, all such
payments are in the possession of, or under the control of, the Servicer and
there exists no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. No escrow deposits or
escrow advances or other charges or payments due the Servicer have been
capitalized under any Mortgage or the related Note.
(jj) Each Mortgaged Property consists of detached or
semi-detached one- to four-family dwelling units, townhouses, mobile or
manufactured homes, individual condominium units and individual units in planned
unit developments.
(kk) No Mortgage Loan, other than a Bankruptcy Plan Mortgage
Loan, is subject to any pending bankruptcy or insolvency proceeding. To the
Seller's best knowledge, no material litigation or lawsuit relating to any
Mortgage Loan is pending.
(ll) The Seller used no selection procedures that identified
the Mortgage Loans as being less desirable or valuable than other comparable
mortgage loans originated or acquired by the Seller.
(mm) The sale, transfer, assignment and conveyance of Mortgage
Loans by the Seller pursuant to this Agreement will not result in any tax, fee
or governmental charge (other than income taxes and related taxes) payable by
the Seller, the Depositor or the Trustee to any federal, state or local
government other than taxes which have or will be paid by the Seller as due
("Transfer Taxes"). In the event that the Depositor or the Trustee receives
actual notice of any Transfer Taxes arising out of the transfer, assignment and
conveyance of the Mortgage Loans, other than any taxes to be paid by the
creditor, on written demand by the Depositor, or the Trustee, or upon the
Seller's otherwise being given notice thereof by the Depositor or the Trustee,
the Seller shall pay,
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and otherwise indemnify and hold the Depositor and the Trustee harmless, on an
after-tax basis, from and against any and all such Transfer Taxes (it being
understood that the Certificateholders, the Trustee and the Depositor shall
have no obligation to pay such Transfer Taxes).
(nn) With respect to each Mortgage Loan that is a "mortgage"
as such term is defined in 15 U.S.C. 1602(aa), no obligor has or will have a
claim or defense under such Mortgage Loan as a result of a violation of the Home
Ownership and Equity Protection Act of 1994.
(oo) With respect to the Mortgage Loans, the Mortgaged
Properties securing repayment of the related Mortgage Note, consists of a fee
simple interest in a single parcel or two contiguous parcels of real property
improved by a (A) detached one-family dwelling, (B) detached two-to four family
dwelling, (C) one-family unit in a FNMA eligible condominium project, (D)
detached one-family dwelling in a planned unit development which is not a
co-operative, (E) multi-family dwelling or (F) mobile home or manufactured
dwelling which constitutes real property.
(pp) Except for the Mortgage Loans identified on the Mortgage
Loan Schedule as delinquent, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default, breach, violation or
event of acceleration except, in the case of an FHA Loan or a VA Loan, by
written instruments, and the substance of which waiver has been approved by the
FHA or VA, as the case may be, to the extent required by the applicable
Insurance Agreement.
(qq) The Seller has no actual knowledge that with respect to
any Mortgage Loan (1) the Servicer has sent a notice of default to the related
Mortgagor which the Servicer is currently seeking to enforce, or (2) any
foreclosure proceedings have been commenced or acceleration been declared which
is currently pending The Seller is not transferring any Mortgage Loan to the
Purchaser with the intention or knowledge that the Purchaser or the Trust will
acquire the related Mortgaged Property.
(rr) Except with respect to 5.34% of the Mortgage Loans that
are 30-59 days contractually delinquent as of August 1, 2001 no Mortgage Loan is
delinquent (other than Re-performing Mortgage Loans and Bankruptcy Plan Mortgage
Loans. The Seller has not waived any default, breach, violation or event of
acceleration, and the Seller has not taken any action to waive any default,
breach, violation or event of acceleration, with respect to any Mortgage Loan.
(ss) Each Mortgage Loan is a "qualified Mortgage" within the
meaning of Section 860 G(a)(3) of the Code.
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(tt) With respect to any Mortgage Loan which provides for an
adjustable interest rate, all rate adjustments have been performed in accordance
with the terms of the related Mortgage Note or subsequent modifications, if any.
(uu) At the time of their origination, all FHA Loans and VA
Loans conformed to HUD origination guidelines or VA origination guidelines, as
the case may be.
(vv) Each Mortgage Loan is directly secured by a Mortgage on a
residential property, and either (1) substantially all of the proceeds of the
Mortgage Loan were used to acquire, improve or protect the portion of the
residential property that consists of an interest in real property (within the
meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and the
interest in real property was the only security for the Mortgage Loan as of the
Testing Date (as defined below), or (2) the fair market value of the interest in
real property which secures the Mortgage Loan was at least equal to 80% of the
principal amount of the Mortgage Loan (a) as of the Testing Date, or (b) as of
the Closing Date. For purposes of the previous sentence, (1) the fair market
value of the referenced interest in real property shall first be reduced by (a)
the amount of any lien on the interest in real property that is senior to the
Mortgage Loan, unless the Mortgage Loans include both a first lien loan, a
second lien loan and a third lien loan on the same Mortgaged Property, in which
case the 80% test shall be applied in the aggregate, and (b) a proportionate
amount of any lien on the interest in real property that is on a parity with the
Mortgage Loan, and (2) the "Testing Date" shall be the date on which the
referenced Mortgage Loan was originated unless (a) the Mortgage Loan was
modified after the date of its origination in a manner that would cause
"significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.1001-3, and (b) the "significant modification" did not
occur at a time when the Mortgage Loan was in default or when default with
respect to the Mortgage Loan was reasonably foreseeable.
(ww) With respect to each Mortgage Loan that is a mobile or
manufactured housing unit, such unit is a "single family residence" within the
meaning of Section 25(e)(1) of the Code, and has a minimum of 400 square feet of
living space, a minimum width of 102 inches and is of a kind customarily used at
a fixed location.
With respect to the representations and warranties set forth
in this Section 3.01 that are made to the best of the Seller's knowledge or as
to which the Seller has no knowledge, if it is discovered by the Depositor, the
Seller, the Servicer or the Trustee as set forth in Section 2.04 of the Pooling
and Servicing Agreement that the substance of such representation and warranty
is inaccurate and such inaccuracy materially and adversely affects the value of
the related Mortgage Loan or the interest therein of the Purchaser or the
Purchaser's assignee, transferee or designee then, notwithstanding the Seller's
lack of knowledge with respect to the substance of such representation and
warranty being inaccurate at the time the representation or warranty was made,
such inaccuracy shall be deemed a breach of the applicable representation or
warranty.
Upon discovery by the Depositor, the Seller, the Servicer, the
Purchaser or any assignee, transferee or designee of the Purchaser of a breach
of any of the
12
representations and warranties contained in this Article III or Section 2.04 of
the Pooling and Servicing Agreement that materially and adversely affects the
value of any Mortgage Loan or the interest therein of the Purchaser or the
Purchaser's assignee, transferee or designee, the party discovering the breach
shall give prompt written notice to the others. Within 90 days of the earlier of
its discovery or its receipt of notice of any such breach of a representation or
warranty, the Seller shall promptly cure such breach in all material respects,
or in the event such breach cannot be cured, the Seller shall repurchase the
affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust
Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in
either case, in accordance with Section 2.03 of the Pooling and Servicing
Agreement.
Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the
Seller shall have 120 days to cure such defect or 150 days following the Closing
Date, in the case of missing Mortgages or Assignments (or within 90 days of the
earlier of the Seller's discovery or receipt of notification if such defect
would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC
purposes), or in the event such defect cannot be cured, the Seller shall
repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan
from the Trust Fund and substitute for it one or more Eligible Substitute
Mortgage Loans, in either case, within such time periods and in accordance with
Section 2.03 of the Pooling and Servicing Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 3.01 shall survive delivery of the
respective Mortgage Files to the Trustee on behalf of the Purchaser.
It is understood and agreed that the obligations of the Seller
set forth in this Section 3.01 to cure, repurchase or substitute for a defective
Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing
or defective document or a breach of the representations or warranties contained
in this Section 3.01.
Section 3.02 Seller Representations and Warranties. The Seller
hereby represents and warrants to the Purchaser that as of the Closing Date or
as of such date specifically provided herein:
(i) The Seller is duly organized, validly existing and in
good standing as a limited liability company under the laws of the
State of Delaware and has the power and authority to own its assets
and to transact the business in which it is currently engaged. The
Seller is duly qualified to do business and is in good standing in
each jurisdiction in which the character of the business transacted
by it or properties owned or leased by it requires such qualification
and in which the failure to so qualify would have a material adverse
effect on (a) its business, properties, assets or condition
(financial or other), (b) the performance of its obligations under
this Agreement, (c) the value or marketability of the Mortgage Loans,
or (d) its ability to foreclose on the related Mortgaged Properties.
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(ii) The Seller has the power and authority to make,
execute, deliver and perform this Agreement and to consummate all of
the transactions contemplated hereunder and has taken all necessary
action to authorize the execution, delivery and performance of this
Agreement. When executed and delivered, this Agreement will
constitute the Seller's legal, valid and binding obligations
enforceable in accordance with its terms, except as enforcement of
such terms may be limited by (1) bankruptcy, insolvency,
reorganization, receivership, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by the
availability of equitable remedies, (2) general equity principals
(regardless of whether such enforcement is considered in a proceeding
in equity or at law) or (3) public policy considerations underlying
the securities laws, to the extent that such policy considerations
limit the enforceability of the provisions of this Agreement which
purport to provide indemnification from securities laws liabilities.
(iii) The Seller holds all necessary licenses,
certificates and permits from all governmental authorities necessary
for conducting its business as it is presently conducted, except for
such licenses, certificates and permits the absence of which,
individually or in the aggregate, would not have a material adverse
effect on the ability of the Seller to conduct its business as it is
presently conducted. It is not required to obtain the consent of any
other party or any consent, license, approval or authorization from,
or registration or declaration with, any governmental authority,
bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement, except for
such consents, licenses, approvals or authorizations, or
registrations or declarations as shall have been obtained or filed,
as the case may be, prior to the Closing Date.
(iv) The execution, delivery and performance of this
Agreement by the Seller will not conflict with or result in a breach
of, or constitute a default under, any provision of any existing law
or regulation or any order or decree of any court applicable to the
Seller or any of its properties or any provision of its Limited
Liability Company Agreement, or constitute a material breach of, or
result in the creation or imposition of any lien, charge or
encumbrance upon any of its properties pursuant to any mortgage,
indenture, contract or other agreement to which it is a party or by
which it may be bound.
(v) No certificate of an officer, written statement or
report delivered pursuant to the terms hereof by the Seller contains
any untrue statement of a material fact or omits to state any
material fact necessary to make the certificate, statement or report
not misleading.
(vi) The transactions contemplated by this Agreement are
in the ordinary course of the Seller's business.
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(vii) The Seller is not insolvent, nor will the Seller be
made insolvent by the transfer of the Mortgage Loans, nor is the
Seller aware of any pending insolvency.
(viii) The Seller is not in violation of, and the
execution and delivery of this Agreement by it 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, which violation would materially and
adversely affect the Seller's condition (financial or otherwise) or
operations or any of the Seller's properties, or materially and
adversely affect the performance of any of its duties hereunder.
(ix) There are no actions or proceedings against, or
investigations of, the Seller pending or, to its knowledge,
threatened, before any court, administrative agency or other tribunal
(i) that, if determined adversely, would prohibit the Seller from
entering into this Agreement and the Pooling and Servicing Agreement,
(ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or (iii) that, if determined
adversely, would prohibit or materially and adversely affect the
Seller's performance of any of its respective obligations under, or
the validity or enforceability of, this Agreement and the Pooling and
Servicing Agreement.
(x) The Seller is not transferring the Mortgage Loans to
the Purchaser hereunder with any intent to hinder, delay or defraud
any of its creditors.
(xi) The Seller acquired title to the Mortgage Loans in
good faith, without notice of any adverse claims.
(xii) 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 laws or any similar
statutory provisions in effect in any applicable jurisdiction.
(xiii) The Seller understands that (a) the Private
Certificates have not been and will not be registered or qualified
under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities law, (b) the Purchaser is not required to so
register or qualify the Private Certificates, (c) the Private
Certificates may be resold only if registered and qualified pursuant
to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d)
the Pooling and Servicing Agreement contains restrictions regarding
the transfer of the Private Certificates and (e) the Private
Certificates will bear a legend to the foregoing effect.
(xiv) The Seller is acquiring the Private Certificates
for its own account for investment only and not with a view to or for
sale in connection with
15
any distribution thereof in any manner that would violate the
Securities Act or any applicable state securities laws.
(xv) The Seller is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Private Certificates, such that
it is capable of evaluating the merits and risks of investment in the
Private Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501 (a) promulgated pursuant to the Securities Act.
(xvi) The Seller has been furnished with such information
concerning the Private Certificates and the Purchaser as has been
requested by the Seller from the Purchaser and is relevant to the
Seller's decision to purchase the Private Certificates. The Seller
has had any questions arising from such review answered by the
Purchaser or the Seller to the satisfaction of the Seller.
(xvii) The Seller has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any Private Certificate, any
interest in any Private Certificate or any other similar security to
any person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition of other transfer of any Private Certificate, any
interest in any Private Certificate or any other similar security
from any person in any manner, (c) otherwise approach or negotiate
with respect to any Private Certificate, any interest in any Private
Certificate or any other similar security with any person in any
manner, (d) make any general solicitation by means of general
advertising or in any other manner or (e) take any other action, that
(as to any of (a) through (e) above) would constitute a distribution
of any Private Certificate under the Securities Act, that would
render the disposition of any Private Certificate a violation of
Section 5 of the Securities Act or any state securities law, or that
would require registration or qualification pursuant thereto. The
Seller will not sell or otherwise transfer any of the Private
Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
(xviii) The Seller is not an employee benefit plan or
other retirement arrangement subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), (collectively,
an "ERISA Plan"), and is not acting on behalf of, as named fiduciary
of, as trustee of, or investing the assets of an ERISA Plan.
16
ARTICLE IV
SELLER'S COVENANTS
Section 4.01 Covenants of the Seller.
-----------------------
(a) The Seller hereby covenants that except for the transfer
hereunder, the Seller will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any lien on any
Mortgage Loan, or any interest therein; the Seller will notify the Trustee, as
assignee of the Purchaser, of the existence of any lien on any Mortgage Loan
immediately upon discovery thereof, and the Seller will defend the right, title
and interest of the Trust, as assignee of the Purchaser, in, to and under the
Mortgage Loans, against all claims of third parties claiming through or under
the Seller; provided, however, that nothing in this Section 4.01 shall prevent
or be deemed to prohibit the Seller from suffering to exist upon any of the
Mortgage Loans any liens for municipal or other local taxes and other
governmental charges if such taxes or governmental charges shall not at the time
be due and payable or if the Seller shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.
(b) The Seller hereby covenants that neither it nor any
affiliate of the Seller will directly solicit any Mortgagor hereunder to
refinance the related Mortgage Loan. For the purposes of the foregoing, neither
the Seller nor any affiliate of the Seller shall be deemed to directly solicit
any Mortgagor if the Seller responds to a request from a Mortgagor regarding a
refinancing or if the Mortgagor receives marketing materials which are generally
disseminated.
ARTICLE V
[RESERVED]
ARTICLE VI
TERMINATION
Section 6.01 Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate
upon the termination of the Trust as provided in Article X of the Pooling and
Servicing Agreement.
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ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01 Amendment. This Agreement may be amended from
time to time by the Seller and the Purchaser, by written agreement signed by the
Seller and the Purchaser.
Section 7.02 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 7.03 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed
as follows:
if to the Seller:
Credit-Based Asset Servicing and Securitization LLC
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
or such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.
if to the Purchaser:
Residential Asset Funding Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: General Counsel
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser.
Section 7.04 Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
Section 7.05 Counterparts. This Agreement may be executed in
one or more counterparts by the different parties hereto on separate
counterparts, each of which,
18
when so executed, shall be deemed to be an original and such counterparts,
together, shall constitute one and the same agreement.
Section 7.06 Further Agreements. The Purchaser and the Seller
each agree to execute and deliver to the other such additional documents,
instruments or agreements as may be necessary or reasonable and appropriate to
effectuate the purposes of this Agreement or in connection with the issuance of
any Series of Certificates representing interests in the Mortgage Loans.
Without limiting the generality of the foregoing, as a further
inducement for the Purchaser to purchase the Mortgage Loans from the Seller, the
Seller will cooperate with the Purchaser in connection with the sale of any of
the securities representing interests in the Mortgage Loans. In that connection,
the Seller will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request and will provide to the
Purchaser such additional representations and warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers
of the Seller as are reasonably required in connection with such transactions
and the offering of investment grade securities rated by the Rating Agencies.
Section 7.07 Intention of the Parties. It is the intention of
the parties that the Purchaser is purchasing, and the Seller is selling, the
Mortgage Loans rather than the pledging of the Mortgage Loans by the Seller to
secure a loan by the Purchaser to the Seller. Accordingly, the parties hereto
each intend to treat the transaction for Federal income tax purposes and all
other purposes as a sale by the Seller and a purchase by the Purchaser of the
Mortgage Loans. The Purchaser will have the right to review the Mortgage Loans
and the related Mortgage Files to determine the characteristics of the Mortgage
Loans which will affect the Federal income tax consequences of owning the
Mortgage Loans and the Seller will cooperate with all reasonable requests made
by the Purchaser in the course of such review.
Section 7.08 Successors and Assigns; Assignment of this
Agreement. This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller, the Purchaser and the Trustee. The obligations of the
Seller under this Agreement cannot be assigned or delegated to a third party
without the consent of the Purchaser and which consent shall be at the
Purchaser's sole discretion, except that the Purchaser acknowledges and agrees
that the Seller may assign its obligations hereunder to any Person into which
the Seller is merged or any corporation resulting from any merger, conversion or
consolidation to which the Seller is a party or any Person succeeding to the
business of the Seller. The parties hereto acknowledge that the Purchaser is
acquiring the Mortgage Loans for the purpose of contributing them to a trust
that will issue a series of certificates representing undivided interests in
such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage
Loans, the Seller acknowledges and consents to the assignment by the Purchaser
to the Trustee of all of the Purchaser's rights against the Seller pursuant to
this Agreement insofar as such rights relate to Mortgage Loans transferred to
the Trustee and to the enforcement or exercise of any right or remedy
19
against the Seller pursuant to this Agreement by the Trustee. Such enforcement
of a right or remedy by the Trustee shall have the same force and effect as if
the right or remedy had been enforced or exercised by the Purchaser directly.
Section 7.09 Survival. The representations and warranties set
forth in Sections 3.01 and 3.02 hereof shall survive the purchase of the
Mortgage Loans hereunder.
20
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed to this Mortgage Loan Purchase Agreement by their
respective officers thereunto duly authorized as of the day and year first above
written.
RESIDENTIAL ASSET FUNDING
CORPORATION,
as Purchaser
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
CREDIT-BASED ASSET SERVICING
AND SECURITIZATION LLC,
as Seller
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
STATE OF _____________________ )
) ss.:
COUNTY OF ____________________ )
On the 17th day of September 2001 before me, a Notary Public
in and for said State, personally appeared Xxxxxx X. Xxxxxx, known to me to be a
__________________________ of Residential Asset Funding Corporation, the
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ XX Xxxx
--------------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of September 2001 before me, a Notary Public
in and for said State, personally appeared ____________________, known to me to
be a ___________________ of Credit-Based Asset Servicing and Securitization LLC,
the company that executed the within instrument, and also known to me to be the
person who executed it on behalf of said limited liability company, and
acknowledged to me that such limited liability company executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
------------------------------
Notary Public
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[Attached as Exhibit D to the Pooling and Servicing Agreement]
