--------------------------------------------------------------------------------
MORTGAGE LOAN CONTRIBUTION AGREEMENT
Between
RESIDENTIAL ASSET FUNDING CORPORATION
and
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1998-3
--------------------------------------------------------------------------------
Mortgage Lenders Network Home Equity Loan Trust 1998-3
Asset Backed Notes
Series 1998-3
Dated as of December 1, 1998
MORTGAGE LOAN CONTRIBUTION AGREEMENT
This MORTGAGE LOAN CONTRIBUTION AGREEMENT (this "Agreement"), dated
as of December 1, 1998, is made and entered into by and between RESIDENTIAL
ASSET FUNDING CORPORATION, a Delaware corporation (the "Depositor"), and
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1998-3 (the "Issuer"), a
Delaware business trust formed pursuant to a Deposit Trust Agreement, dated as
of December 1, 1998 (the "Deposit Trust Agreement"), among the Depositor,
Wilmington Trust Company, as Owner Trustee, Norwest Bank Minnesota, National
Association, as Trust Paying Agent and Mortgage Lenders Network USA, Inc., as
Servicer.
RECITALS
On the terms and conditions hereinafter provided, the Depositor
intends to contribute and convey, and the Issuer intends to accept and acquire,
certain Mortgage Loans (hereinafter defined) which the Depositor acquired from
Mortgage Lenders Network USA, Inc. (the "Seller") pursuant to that certain
Mortgage Loan Sale Agreement, dated as of December 1, 1998 (the "Sale
Agreement"). The Issuer intends to pledge the Mortgage Loans to Norwest Bank
Minnesota, National Association, a national banking association, as trustee (in
such capacity, the "Indenture Trustee"), under an indenture, to be dated as of
December 1, 1998 (the "Indenture"), by and between the Issuer and the Indenture
Trustee, pursuant to which the Issuer's Asset Backed Notes, Series 1998-3 (the
"Notes") will be issued. Pursuant to the Deposit Trust Agreement, the Issuer
will issue one or more certificates evidencing a 100% beneficial interest in the
Issuer (the "Certificates"). The Issuer will deliver the net proceeds from the
sale of the Notes and issue the Certificates to or upon the order of the
Depositor in consideration of the transfer of the Mortgage Loans and the related
rights thereunder and the rights pursuant to the Sale Agreement (collectively,
the "Consideration").
Capitalized terms used but not defined herein shall have the
meanings given such terms in the Indenture.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto agree as follows:
SECTION 1. AGREEMENT TO CONTRIBUTE AND CONVEY. As and for the
Consideration and subject to the terms and conditions set forth herein, the
Depositor agrees to contribute and convey, and the Issuer agrees to accept and
acquire, all of the Depositor's right, title and interest in and to the fixed
rate mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Exhibit A (such loans, together with all related rights,
interests and obligations, are collectively referred to herein as the "Mortgage
Loans"). The Mortgage Loan Schedule will set forth as to each Mortgage Loan the
items specified in the definition of "Mortgage Loan Schedule" in the Indenture.
The aggregate of the principal balances of the Mortgage Loans being
contributed and conveyed pursuant to this Agreement as of the close of business
on the Cut-off Date, after application of all payments of principal received in
respect of such Mortgage Loans on or before the Cut-off Date (the "Initial
Mortgage Pool Balance"), is set forth on the Cross Receipt executed concurrently
herewith in the form of Exhibit B attached hereto (the "Cross Receipt").
Simultaneously with and in consideration of the Depositor's contribution and
conveyance of the Mortgage Loans to the Issuer, the Issuer shall cause the Notes
to be issued and delivered and shall transfer the net proceeds received from the
sale of the Notes to be delivered to the Depositor and the Issuer shall cause
the Certificates to be issued to or upon the order of the Depositor. The
Depositor shall be deemed automatically and for all purposes to have made a
contribution to the capital of the Issuer (which contribution shall be reflected
in the value assigned to the certificates evidencing equity interests in the
Issuer) in an aggregate amount specified on the Cross Receipt. The transfer and
conveyance of the Mortgage Loans shall take place on December 1, 1998 or such
other date as shall be mutually acceptable to the parties hereto (the "Closing
Date").
SECTION 2. CONVEYANCE OF MORTGAGE LOANS.
(a) Effective as of the Closing Date, subject only to delivery of
the Mortgage File (as defined in the Sale Agreement) for each Mortgage Loan
pursuant to subsection (c) below, the Depositor does hereby contribute, assign,
transfer and otherwise convey to the Issuer, without recourse, representation or
warranty (other than as expressly set forth in Section 3(a) hereof), and the
Issuer does hereby accept, assume and acquire, all of the Depositor's right,
title and interest in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, and the Issuer hereby assumes and agrees to perform and be bound by
each and all of the covenants, agreements, duties and obligations of the
Depositor arising under or relating to such Mortgage Loans.
(b) The Issuer and its assignees shall be entitled to receive all
payments of principal and interest due on or with respect to the Mortgage Loans
after the Cut-off Date, and all other recoveries of principal and interest
collected after the Cut-off Date (other than in respect of interest that accrued
on such Mortgage Loan during periods prior to the Cut-off Date), and each of the
rights of the Depositor pursuant to representations, warranties and indemnities
in favor of the Depositor contained in the Sale Agreement. All payments of
interest and principal due on or before the Cut-off Date, but collected after
the Cut-off Date, and recoveries of principal and interest collected on or
before the Cut-off Date (other than amounts representing interest that accrued
on the Mortgage Loans during any period on or after the Cut-off Date), shall
belong to, and be promptly remitted to the Seller.
(c) In connection with its contribution and conveyance of the
Mortgage Loans pursuant to subsection (a) above, the terms of the Sale Agreement
govern the delivery of the Mortgage Files to the Custodian, as the Issuer's
designee, and the Depositor assigns all of its rights under the Sale Agreement
to the Issuer.
2
(d) In connection with its conveyance of the Mortgage Loans pursuant
to subsection (a) above, the Depositor shall deliver to the Issuer or its
designee in respect of such Mortgage Loans, on or before the Closing Date, all
amounts, if any, received on each Mortgage Loan after the applicable Cut-off
Date (other than amounts representing interest and principal due on or prior to
the applicable Cut-off Date) held by or on behalf of the Depositor.
(e) The Depositor shall, at any time upon the request of the Issuer,
without limiting the obligations of the Depositor under this Agreement, execute,
acknowledge and deliver all such additional documents and instruments and all
such further assurances and will do or cause to be done all such further acts
and things as may be proper or reasonably necessary to carry out the intent of
this Agreement.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEPOSITOR.
(a) The Depositor hereby represents and warrants to and covenants
with the Issuer, as of the date hereof, and shall be deemed to have represented
and warranted to and covenanted with the Issuer, as of the Closing Date, that:
(i) the Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;
(ii) the execution and delivery of this Agreement by the Depositor,
the consummation of the transactions contemplated in this Agreement by the
Depositor and the performance and compliance with the terms of this
Agreement by the Depositor will not violate the Depositor's certificate of
incorporation or bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets, or
result in the imposition of any lien, charge or encumbrance upon any of
its assets pursuant to any such agreement, and all board resolutions and
consents of shareholders necessary for the Depositor to enter into and
consummate all transactions contemplated by this Agreement have been
obtained;
(iii) the Depositor has the full corporate power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement;
(iv) this Agreement, assuming due authorization, execution and
delivery by the Issuer, constitutes a valid, legal and binding obligation
of the Depositor, enforceable against the Depositor in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the
enforcement of creditors' rights generally and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
3
(v) the Depositor is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation is likely to affect materially and adversely
either the ability of the Depositor to perform its obligations under this
Agreement or the financial condition of the Depositor;
(vi) the assignment of the Mortgage Loans to the Issuer as
contemplated herein is not subject to any bulk transfer or similar law in
effect in any applicable jurisdiction;
(vii) no action, suit, proceeding or investigation is pending or, to
the best of the Depositor's knowledge, threatened against the Depositor
which, if determined adversely to the Depositor, would prohibit the
Depositor from entering into this Agreement or is likely to materially and
adversely affect either the ability of the Depositor to perform its
obligations under this Agreement or the financial condition of the
Depositor;
(viii) the Depositor has no knowledge of any recent adverse
financial condition or event with respect to itself that is likely to
materially and adversely affect its ability to perform its obligations
under this Agreement;
(ix) the Depositor has not failed to obtain any consent, approval,
authorization or order of, and has not failed to cause any registration or
qualification with, any court or regulatory authority or other
governmental body having jurisdiction over the Depositor, which consent,
approval, authorization, order, registration or qualification is required
for, and the absence of which would materially and adversely affect, the
legal and valid execution, delivery and performance of this Agreement by
the Depositor. No consent or approval of any other person or entity is
necessary for the Depositor to transfer the Mortgage Loans to the Issuer
as contemplated herein, or, if any such consent or approval is necessary,
such consent or approval has previously been obtained;
(x) immediately prior to the transfer and assignment herein
contemplated, the Depositor held good, marketable and indefeasible title
to, and was the sole owner of, each Mortgage Loan conveyed by the
Depositor subject to no liens, charges, mortgages, encumbrances or rights
of others, except with respect to liens that will be released
simultaneously with such transfer and assignment; and immediately upon the
transfer and assignment herein contemplated, the Issuer will hold good,
marketable and indefeasible title to, and be the sole owner of, each
Mortgage Loan subject to no liens, charges, mortgages, encumbrances or
rights of others and the assignment of the Mortgage Loans contemplated
hereby is valid and effective.
(b) The representations and warranties of the Seller with respect to
the Mortgage Loans set forth in Section 4(b) of and Exhibit B to the Sale
Agreement are
4
hereby incorporated by reference in their entirety and are assigned to the
Issuer in lieu of any other representations and warranties of the Depositor in
respect of the Mortgage Loans. Nothing herein shall be deemed to limit in any
respect either the representations and warranties of the Seller or the rights
and remedies assigned by the Depositor to the Issuer against the Seller on
account of a breach thereof under the Sale Agreement.
(c) Except for the representations and warranties of the Depositor
in Section 3(a) hereof, the Depositor is contributing and conveying the Mortgage
Loans, without recourse to the Depositor and without representations or
warranties of any kind, express or implied, by the Depositor, whether statutory
or otherwise, including, without limitation, any warranties of transfer,
merchantability or fitness for a particular, or the Issuer's intended, use or
purposes.
SECTION 4. ASSIGNMENT OF RELATED RIGHTS AND REMEDIES.
(a) Effective as of the Closing Date, subject only to delivery of
the Mortgage File for each Mortgage Loan pursuant to Section 2(c) hereof, the
Depositor does hereby assign, transfer and otherwise convey to Issuer, without
recourse, representation or warranty (other than as expressly set forth in
Section 3(a) hereof), and the Issuer does hereby accept, assume and acquire, to
be held jointly and severally with the Depositor, all of the Depositor's rights
and remedies under the Sale Agreement and the Issuer hereby assumes and agrees
to perform and be bound by each and all of the covenants and agreements of the
Depositor arising under the Sale Agreement relating to such rights and remedies
and the exercise or enforcement thereof.
(b) Simultaneously with the exercise of any rights and remedies or
any notices given to the Seller by the Issuer under the Sale Agreement, the
Issuer shall give the Depositor and the Note Insurer notice thereof, including,
without limitation, copies of all notices given to the Seller.
(c) This Section 4 provides the sole remedies available to the
Issuer, its successors and assignees, respecting any breach (i) of
representations and warranties with respect to the Mortgage Loans to which
reference is made in Section 3(c) or (ii) on the part of the Depositor under
Section 2(c) hereof.
SECTION 5. CLOSING. The closing of the conveyance of the Mortgage
Loans (the "Closing") shall be held at the offices of Xxxxx Xxxxxxxxxx LLP, 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., Eastern time, on
the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with and
the Depositor shall have the ability to comply with all terms and conditions and
perform all duties and obligations required to be complied with or performed
after the Closing Date.
5
(b) The Issuer shall have paid all costs and expenses payable by it
to the Depositor or otherwise pursuant to this Agreement.
Both parties shall use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Issuer to
acquire the Mortgage Loans on the Closing Date. Notwithstanding the foregoing,
satisfaction by the Depositor or Issuer of its respective obligations under the
foregoing provisions of this Section 5 shall not be conditions precedent to the
obligation of the Depositor or Issuer, respectively, to close the transactions
contemplated by this Agreement.
SECTION 6. SERVICING. As of the Cut-off Date, the Mortgage Loans
will be serviced by Mortgage Lenders Network USA (in such capacity, the
"Servicer") pursuant to the terms of a Servicing Agreement, to be dated as of
December 1, 1998 (the "Servicing Agreement"), by and among the Issuer, the
Servicer and the Indenture Trustee.
SECTION 7. GRANT OF A SECURITY INTEREST. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Depositor to
the Issuer as provided in Section 2(a) hereof be, and be construed as, a
complete and absolute transfer by the Depositor to the Issuer of all of the
Depositor's right, title and interest in and to the Mortgage Loans and not as a
pledge of the Mortgage Loans by the Depositor to the Issuer to secure a debt or
other obligation of the Depositor. However, if, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Depositor, then (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Issuer to secure a debt or other obligation of the Depositor, and (b) (i) this
Agreement shall also be deemed to be a security agreement within the meaning of
Article 9 of the New York Uniform Commercial Code; (ii) the conveyance provided
for in Section 2(a) hereof shall be deemed to be a grant by the Depositor to the
Issuer of a security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, and all amounts payable to the holder of
the Mortgage Loans in accordance with the terms thereof, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including, without limitation, all such amounts,
other than investment earnings from time to time held or invested pursuant to
and in accordance with the provisions of the Servicing Agreement or the
Indenture, as applicable, whether in the form of cash, instruments, securities
or other property; (iii) the subsequent pledge of the Mortgage Loans by the
Issuer to the Indenture Trustee as contemplated by the preamble hereto shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Depositor or the Issuer or any of their respective agents,
including, without limitation, the Indenture Trustee or its agent, of the notes
or other instruments evidencing the indebtedness of the mortgagors under the
related Mortgage Loans (the "Mortgage Notes") and such other items of property
relating to the Mortgage Loans as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" for purposes of perfecting the security interest pursuant to Section
9-305 of the New York Uniform Commercial Code; and (v) notifications to persons
(other than the Indenture Trustee) holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations
6
from, financial intermediaries, bailees or agents (as applicable) of the secured
party for the purpose of perfecting such security interest under applicable law.
The Depositor and the Issuer 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 this Agreement and the Indenture.
SECTION 8. NOTICES. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if to the Issuer, addressed to the Issuer in care of Wilmington
Trust Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration; Reference:
Mortgage Lenders Network Home Equity Loan Trust 1998-3, facsimile: (302)
651-8882 (or to such other address as may hereafter be furnished to the
Depositor in writing by the Issuer), if to the Depositor, addressed to the
Depositor at 000 Xxxxx Xxxxxxx Xxxxxx, XX-00, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000-0000, facsimile: (000) 000-0000 (or to such other address as may hereafter
be furnished to the Issuer in writing by the Depositor), and, if to the Note
Insurer, to MBIA Insurance Corporation, 000 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000,
Attention: Insured Portfolio Management - Structured Finance (IPMSF) (Mortgage
Lenders Network Home Equity Loan Trust 1998-3); facsimile: (000) 000-0000 (or to
such other address previously furnished in writing to the Depositor and Issuer).
SECTION 9. REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS
TO SURVIVE DELIVERY. All representations, warranties, indemnities and agreements
contained in this Agreement, incorporated herein by reference or contained in
the certificates of officers of the Depositor submitted pursuant hereto, shall
remain operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Depositor to the Issuer.
SECTION 10. SEVERABILITY OF PROVISIONS. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the
7
parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 11. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK.
SECTION 13. FURTHER ASSURANCES. The Depositor and the Issuer shall
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 14. SUCCESSORS AND ASSIGNS. The rights and obligations of
the Depositor under this Agreement shall not be assigned by the Depositor
without the prior written consent of the Issuer, except as provided in Section
15 hereof. The Issuer shall assign all of its right, title and interest herein
to the Indenture Trustee for the benefit of the Noteholders and the Note
Insurer, to which the Depositor hereby expressly consents. The Depositor agrees
to perform its obligations hereunder for the benefit of the Issuer, the Note
Insurer and the Noteholders and that the Indenture Trustee may enforce the
provisions of this Agreement, exercise the rights of the Issuer and enforce the
obligations of the Depositor hereunder without the consent of the Issuer.
SECTION 15. MERGER, CONSOLIDATION, ETC. The Depositor may be merged
or consolidated with or into any person or entity, or transfer all or
substantially all of its assets to any person or entity; provided that the
person or entity resulting from any merger or consolidation to which the
Depositor shall be a party, or the person or entity which is the Issuer of all
or substantially all of the assets of the Depositor, shall be the successor to
the Depositor hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto.
SECTION 16. AMENDMENTS. This Agreement may be amended from time to
time by the parties hereto, with the consent of the Note Insurer, to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to add any other provision with
respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement or the Trust Agreement, the
Indenture and the Servicing Agreement; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel to the Issuer delivered to the
Indenture Trustee and the Note Insurer, adversely affect in any material respect
the interests of the Indenture Trustee on behalf of the Noteholders.
8
SECTION 17. WAIVERS. No failure or delay on the part of the Issuer
or its assignees in exercising any power, right or remedy under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.
SECTION 18. THIRD PARTY BENEFICIARIES. The Note Insurer is an
intended third-party beneficiary of this Agreement, and this Agreement shall be
binding upon and inure to the benefit of the Note Insurer; provided that,
notwithstanding the foregoing, for so long as a Note Insurer Default is
continuing with respect to its obligations under the Note Insurance Policy, the
Noteholders shall succeed to the Note Insurer's rights hereunder. Without
limiting the generality of the foregoing, all covenants and agreements in this
Agreement that expressly confer rights upon the Note Insurer shall be for the
benefit of and run directly to the Note Insurer, and the Note Insurer shall be
entitled to rely on and enforce such covenants to the same extent as if it were
a party to this Agreement.
SECTION 19. LIMITATION OF LIABILITY. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as Owner
Trustee of the Issuer, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is
made and intended for the purpose for binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Agreement or any other related documents.
*****
[SIGNATURES FOLLOW]
9
IN WITNESS WHEREOF, the Depositor and the Issuer have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
RESIDENTIAL ASSET FUNDING CORPORATION, a
Delaware corporation
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title:Senior Vice President
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN
TRUST 1998-3, a Delaware business trust
By: Wilmington Trust Company, not in its
individual capacity, but solely as Owner
Trustee of the Issuer
By: /s/ Xxxxx Xxxxxx
------------------------
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
[Signature Page to the Mortgage Loan Contribution Agreement]
10
EXHIBIT A
MORTGAGE LOAN SCHEDULE
EXHIBIT B
CROSS RECEIPT
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1998-3 ASSET BACKED NOTES
SERIES 1998-3
CROSS RECEIPT BETWEEN RESIDENTIAL ASSET FUNDING CORPORATION AND MORTGAGE
LENDERS NETWORK HOME EQUITY LOAN TRUST 1998-3 ACKNOWLEDGING RECEIPT OF
MORTGAGE NOTES
Reference is made to that certain Mortgage Loan Contribution
Agreement, between Residential Asset Funding Corporation (the "Depositor") and
Mortgage Lenders Network Home Equity Loan Trust 1998-3 (the "Issuer"), dated as
of December 1, 1998 (the "Mortgage Loan Contribution Agreement"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Mortgage Loan Contribution Agreement.
The Issuer hereby acknowledges receipt from the Depositor of the
Mortgage Notes relating to the Mortgage Loans identified on the Mortgage Loan
Schedule annexed as Exhibit A to the Mortgage Loan Contribution Agreement (the
"Mortgage Loans"). The Mortgage Loans have an Initial Pool Balance of
$114,925,787.66.
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN
TRUST 1998-3
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee of the Issuer
By:______________________________
Authorized Signatory
The Depositor hereby acknowledges receipt of the Consideration for
the contribution of the Mortgage Loans by the Depositor to the Issuer as
specified in the Mortgage Loan Contribution Agreement. The Consideration
consists of (a) $________, in immediately available funds, representing the
aggregate net proceeds from the sale of the Notes delivered to the Underwriters
pursuant to the Underwriting Agreement, and (b) a Certificate, delivered to MLN
Capital Corporation I, a Delaware corporation, representing a 100% beneficial
interest in the Issuer.
RESIDENTIAL ASSET FUNDING CORPORATION
By:______________________________
Name:
Title:
Dated: December 18, 1998
