SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated August
17, 1999 (the "Instrument"), between Chase Funding, Inc., as seller (the
"Depositor"), and Citibank, N.A., as trustee of the Chase Funding, Mortgage Loan
Asset Backed Certificates, Series 1999-2, as purchaser (the "Trustee"), and
pursuant to the Pooling and Servicing Agreement, dated as of June 1, 1999 (the
"Pooling and Servicing Agreement"), among the Depositor as depositor, Advanta
Mortgage Corp. USA, as subservicer (the "Subservicer"), Chase Manhattan Mortgage
Corporation, as master servicer, and the Trustee as trustee, on behalf of the
Trust Fund, of the Mortgage Loans listed on the attached Schedule of Mortgage
Loans (the "Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over
and convey to the Trustee, on behalf of the Trust Fund, without recourse, all of
its right, title and interest in and to the Subsequent Mortgage Loans, and
including all amounts due on the Subsequent Mortgage Loans after the related
Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage
Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing
Agreement; provided, however, that the Depositor reserves and retains all right,
title and interest in and to amounts due on the Subsequent Mortgage Loans on or
prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously
with the delivery of this Instrument, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as
Exhibit B shall be absolute and is intended by the Depositor, the Master
Servicer, the Trustee and the Certificateholders to constitute and to be treated
as a sale by the Depositor to the Trust Fund.
(b) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, in, to and under the Subsequent
Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor
as purchaser and the Master Servicer as seller, to the extent of the Subsequent
Mortgage Loans, a copy of which agreement is annexed hereto as Attachment G.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. Representations and Warranties; Conditions
Precedent.
(a) The Depositor hereby confirms that each of the conditions
precedent and the representations and warranties set forth in Sections 2.03 and
2.10 of the Pooling and Servicing Agreement are satisfied as of the date hereof
with respect to the Subsequent Mortgage Loans.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict, the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be 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, without giving
effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding
upon the Depositor and the Trustee and their respective successors and assigns.
CHASE FUNDING, INC.
By:
--------------------------------------------
Name:
Title:
CITIBANK, N.A.,
as Trustee for Chase Funding Mortgage Loan Asset
Backed Certificates, Series 1999-2
By:
--------------------------------------------
Name:
Title:
Advanta Mortgage Corp. USA hereby acknowledges that, in its
capacity as Subservicer under the Pooling and Servicing Agreement, it shall
service the Mortgage Loans in the Mortgage Pool, including the Subsequent
Mortgage Loans transferred by this instrument, all in accordance with the
Pooling and Servicing Agreement.
ADVANTA MORTGAGE CORP. USA,
By:
--------------------------------------------
Name:
Title:
Attachments
-----------
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Depositor's Officer's certificate.
D. Opinions of Depositor's counsel (bankruptcy, corporate).
E. Trustee's Certificate.
F. Opinion of Trustee's Counsel.
G. Subsequent Mortgage Loan Purchase Agreement.
ATTACHMENT A
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: August 1, 1999
2. Subsequent Transfer Date: August 17, 1999
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the
Subsequent Cut-off Date: $144,987,605.00
4. Purchase Price: 100.00%
B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date shall be
true and correct: (i) the Subsequent Mortgage Loan may not be 30 or more days
delinquent as of the related Subsequent Cut-off Date (except with respect to
1.5% of the Subsequent Mortgage Loans, by aggregate principal balance as of the
related Subsequent Cut-off Date, which may be 30 or more days delinquent but
less than 60 days delinquent as of the related Cut-off Date); (ii) the stated
term to maturity of the Subsequent Mortgage Loan will not be less than 120
months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may
not provide for negative amortization; (iv) the Subsequent Mortgage Loan will
not have a Loan-to-Value Ratio greater than 95.0%; (v) the Subsequent Mortgage
Loans will have as of the Subsequent Cut-off Date, a weighted average term since
origination not in excess of 6 months; (vi) the Subsequent Mortgage Loan must
have a first Monthly Payment due on or before October 1, 1999; and (vii) the
Subsequent Mortgage Loan shall be underwritten in accordance with the criteria
set forth under the section "Chase Manhattan Mortgage Corporation--Underwriting
Standards" in the Prospectus Supplement.
C. Following the purchase of the Subsequent Mortgage Loans by the Trust
Fund, the Mortgage Loans (including the related Subsequent Mortgage Loans) will
as of the Subsequent Cut-off Date not be materially inconsistent with the
Initial Mortgage Loans. Notwithstanding the foregoing, any Subsequent Mortgage
Loan may be rejected by either Rating Agency if the inclusion of such Subsequent
Mortgage Loan would adversely affect the ratings on any class of Offered
Certificates.
ATTACHMENT B
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[Intentionally Omitted]
ATTACHMENT C
DEPOSITOR'S OFFICER'S CERTIFICATE
CHASE FUNDING, INC.
OFFICER'S CERTIFICATE
---------------------
I, Xxxxxx X. Xxxxxxxx, the Vice President of CHASE FUNDING,
INC., a New York corporation (the "Corporation"), DO HEREBY CERTIFY as of the
date of this Certificate, that:
1. Attached hereto as Exhibit I is a true and complete copy of
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and attached hereto as Exhibit II are the Bylaws of the
Corporation as in effect on the date hereof.
2. Attached hereto as Exhibit III are true and complete copies
of the resolutions of the Corporation adopted by unanimous written consent of
the Board of Directors of the Corporation.
3. (a) The Certificate of Incorporation of the Corporation
attached hereto as Exhibit I has not been further amended, (b) the Bylaws of the
Corporation attached hereto as Exhibit II have not been amended or modified in
any respect, (c) the resolutions annexed hereto as Exhibit III have not been
amended, modified or rescinded, (d) all of the foregoing are in full force and
effect on the date hereof, and (e) the Board of Directors of the Corporation is
properly constituted in accordance with the provisions of the Certificate of
Incorporation.
4. Each person named in Exhibit IV hereto is a duly elected,
qualified and incumbent officer of the Corporation holding the office or offices
set forth after his or her name and the signature set forth opposite his or her
name on such Exhibit IV is that person's genuine signature.
5. The Corporation is in good standing (including the payment
of all franchise taxes and the filing of required reports) under the laws of the
State of New York.
6. No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Corporation are pending or contemplated.
7. To the best of my knowledge there are no actions, suits,
proceedings or investigations pending or threatened against the Corporation or
any of its properties before any court or administrative agency.
8. Each of the obligations of the Depositor required to be
performed by it on or prior to the Subsequent Transfer Date pursuant to the
terms of the Pooling and Servicing Agreement (the "Agreement") have been duly
performed and complied with and all of the representations and warranties of the
Depositor under the Agreement are true and correct as of the Subsequent Transfer
Date and no event has occurred which, with notice or the passage of time, would
constitute a default under the Agreement.
9. With respect to its purchase of the Subsequent Mortgage
Loans pursuant to the Subsequent Mortgage Loan Purchase Agreement dated as of
August 17, 1999 (the "Subsequent Mortgage Loan Purchase Agreement") and its
transfer of the Subsequent Mortgage Loans pursuant to the Subsequent Transfer
Instrument dated as of August 17, 1999 (the "Subsequent Transfer Instrument")
and the transactions contemplated by the Agreement, the Depositor has complied
in all material respects with all the agreements by which it is bound and has
satisfied in all material respects all the conditions on its part to be
performed or satisfied prior to the Subsequent Transfer Date other than those
which have been waived pursuant to the terms of the Agreement.
10. Any necessary consents, approvals, authorizations or order
of any court or governmental agency or body, which are required for the
execution, delivery and performance by the Depositor of or compliance by the
Depositor with the Agreement, purchase of the Subsequent Mortgage Loans pursuant
to the Subsequent Mortgage Loan Purchase Agreement, the sale of the Subsequent
Mortgage Loans as evidenced by the Subsequent Transfer Instrument, or the
consummation of the transactions contemplated by the Agreement, have been
obtained. The Agreement, the Subsequent Mortgage Loan Purchase Agreement, the
Subsequent Transfer Instrument and all related agreements have been authorized
by the Board of Directors of the Depositor, such authorization being reflected
in the Unanimous Written Consent of that Board dated as of June 1, 1999 and
shall be maintained from the date of their execution as records of the
Depositor. The Agreement, the Subsequent Mortgage Loan Purchase Agreement, the
Subsequent Transfer Instrument and related agreements are and will be from the
time of their execution official records of the Depositor.
11. Each condition precedent specified in Section 2.10 of the
Agreement and each condition precedent specified in the Subsequent Transfer
Instrument has been satisfied by the Depositor.
Capitalized terms not defined herein have the meanings set
forth in the Agreement.
IN WITNESS WHEREOF, this Certificate is executed this 17th day
of August, 1999.
CHASE FUNDING, INC.
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT I
TO
OFFICER'S CERTIFICATE
OF CHASE FUNDING, INC.
----------------------
CERTIFICATE OF INCORPORATION
[Intentionally Omitted]
EXHIBIT II
TO
OFFICER'S CERTIFICATE
OF CHASE FUNDING, INC.
----------------------
BY-LAWS
[Intentionally Omitted]
EXHIBIT III
TO
OFFICER'S CERTIFICATE
OF CHASE FUNDING, INC.
----------------------
RESOLUTIONS
[Intentionally Omitted]
EXHIBIT IV
TO
OFFICER'S CERTIFICATE
OF CHASE FUNDING, INC.
----------------------
INCUMBENCY OF SIGNING OFFICERS
------------------------------
[Intentionally Omitted]
ATTACHMENT D
OPINIONS OF DEPOSITOR'S COUNSEL (BANKRUPTCY, CORPORATE)
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
Chase Manhattan Mortgage Corporation
Chase Funding, Inc.
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
August 17, 1999
Citibank, X.X. Xxxxx Securities Inc.
000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx'x Investors Service Chase Manhattan Mortgage
00 Xxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
Fitch IBCA, Inc. Chase Funding, Inc.
Xxx Xxxxx Xxxxxx Xxxxx 300 Xxxx Boulevard, 3rd Floor North
New York, New York 10007 Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Xxxxxx Brothers Inc. Prudential Securities Incorporated
000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxx Xxxx Plaza, 14th Floor
New York, New York 10285 Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Funding Mortgage Loan Asset-Backed
Certificates, Series 1999-2 Mortgage Loan Subsequent Transfer
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Chase Manhattan Mortgage Corporation ("CMMC") and
Chase Funding, Inc. (the "Company"), in connection with the transfer of
approximately $144,987,605.00 in aggregate principal amount of mortgage loans
(the "Subsequent Mortgage Loans") by the Company to Citibank, N.A., as trustee
(the "Trustee") pursuant to a subsequent transfer instrument dated August 17,
1999 (the "Subsequent Transfer Instrument") and the deposit of the Subsequent
Mortgage Loans into a trust fund (the "Trust Fund") pursuant to a pooling and
servicing agreement dated as of June 1, 1999 among the Company, Advanta Mortgage
Corp. U.S.A., as subservicer, CMMC, as master servicer, and the Trustee, as
trustee (the "Pooling and Servicing Agreement"). The Subsequent Mortgage Loans
were purchased from CMMC by the Company pursuant to a subsequent mortgage loan
purchase agreement dated as of August 17, 1999 (the "Subsequent Mortgage Loan
Purchase Agreement"). The Trust Fund is evidenced by Chase Funding Mortgage Loan
Asset-Backed Certificates, Series 1999-2 (the "Certificates"), evidencing
interests in a pool of Mortgage Loans secured by first liens on one-to-
four-family residential properties and certain other property conveyed by the
Company to the
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
Chase Manhattan Mortgage Corporation
Chase Funding, Inc.
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
August 17, 1999
Page 2
Trustee. Each capitalized term used and not otherwise defined herein has the
meaning set forth in the Pooling and Servicing Agreement.
In connection with the foregoing, we have made such legal and factual
examinations and inquiries as we have deemed necessary or advisable for the
purpose of rendering the opinions expressed herein, including but not limited to
examination of the following:
1. the Subsequent Mortgage Loan Purchase Agreement;
2. the Subsequent Transfer Instrument;
3. the Pooling and Servicing Agreement;
4. a Certificate of CMMC, dated the date hereof ("CMMC's Officer's
Certificate"), a copy of which is attached hereto with respect to
certain factual matters related to the transfer of the Subsequent
Mortgage Loans pursuant to the Subsequent Mortgage Loan Purchase
Agreement and the transactions involving CMMC contemplated by the
Pooling and Servicing Agreement;
5. a Certificate of the Company, dated the date hereof (the "Company's
Officer's Certificate"), a copy of which is attached hereto with
respect to certain factual matters related to the transfer of the
Subsequent Mortgage Loans pursuant to the Pooling and Servicing
Agreement and the transactions involving the Company contemplated by
the Pooling and Servicing Agreement;
6. the other documents, certificates, letters and opinions being delivered
in connection with the closing of the transactions contemplated by the
Pooling and Servicing Agreement; and
7. such other documents as we have deemed appropriate in order to reach
the opinions contained herein.
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
Chase Manhattan Mortgage Corporation
Chase Funding, Inc.
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
August 17, 1999
Page 3
In rendering the opinion set forth below, we have made no independent
investigation of the facts referred to herein and have relied exclusively as to
factual matters upon the truth of representations included in the Subsequent
Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement and the
other documents, certificates, letters and opinions delivered at the closing on
the transactions contemplated by the Subsequent Mortgage Loan Purchase Agreement
and the Pooling and Servicing Agreement. In particular, we have assumed, without
independent investigation, the accuracy of the statements contained in CMMC's
Officer's Certificate and the Company's Officer's Certificate.
The opinions set forth below are limited to Title 11 of the United States Code
(the "Bankruptcy Code"). We express no opinion with respect to the ability of
any person to obtain a temporary restraining order, or other temporary relief,
prohibiting or limiting the ability of any person or entity to obtain any
property of CMMC or the Company or any property held by CMMC or the Company
prior to a final judicial resolution of an assertion that the automatic stay
provisions of Section 362 of the Bankruptcy Code preclude such action. We also
direct your attention to the fact that we are not aware of any judicial
precedent or statute which directly controls the question of whether (i) the
transfer of the Subsequent Mortgage Loans by CMMC to the Company under the
Subsequent Mortgage Loan Purchase Agreement or (ii) the transfer of the
Subsequent Mortgage Loans by the Company to the Trustee under the Pooling and
Servicing Agreement constitutes a true sale of the Subsequent Mortgage Loans as
opposed to a financing thereof.
On the basis of the foregoing, we are of the opinion that (i) in the event of
the insolvency or bankruptcy of CMMC, upon motion by a trustee in bankruptcy of
CMMC, a creditor of CMMC or CMMC itself as debtor-in-possession under the
Bankruptcy Code, a court would not characterize the transfer of the Subsequent
Mortgage Loans by CMMC to the Company under the Subsequent Mortgage Loan
Purchase Agreement as a loan secured by a pledge of the Subsequent Mortgage
Loans rather than a sale of the Subsequent Mortgage Loans, or, as a result, hold
that the Subsequent Mortgage Loans or any proceeds thereof constitute property
of CMMC's estate under the Section 541 of the Bankruptcy Code or that the
Subsequent Mortgage Loans or any proceeds thereof are subject to the automatic
stay provisions of Section 362(a) of the Bankruptcy Code and (ii) in the event
of the insolvency or bankruptcy of the Company, upon
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
Chase Manhattan Mortgage Corporation
Chase Funding, Inc.
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
August 17, 1999
Page 4
motion by a trustee in bankruptcy of the Company, a creditor of the Company or
the Company itself as debtor-in-possession under the Bankruptcy Code, a court
would not characterize the transfer of the Subsequent Mortgage Loans by the
Company to the Trustee under the Subsequent Transfer Instrument and the Pooling
and Servicing Agreement as a loan secured by a pledge of the Subsequent Mortgage
Loans rather than a sale of the Subsequent Mortgage Loans, or, as a result, hold
that the Subsequent Mortgage Loans or any proceeds thereof constitute property
of the Company's estate under the Section 541 of the Bankruptcy Code or that the
Subsequent Mortgage Loans or any proceeds thereof are subject to the automatic
stay provisions of Section 362(a) of the Bankruptcy Code.
In rendering the opinions expressed above, we express no opinion herein as to
the effect of the laws of any jurisdiction other than the federal laws of the
United States of America.
The opinion set forth above is expressed solely for the benefit of the
addressees and may not be relied upon by any other person or entity without our
prior written consent.
Very truly yours,
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
Chase Funding, Inc.
Chase Manhattan Mortgage Corporation
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
August 17, 1999
Page 1
August 17, 1999
Chase Securities Inc. Chase Funding, Inc.
000 Xxxx Xxxxxx 000 Xxxx Xxxxxxxxx, 0xx Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 10017 Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Xxxxxx Brothers Inc. Citibank, N.A.
00xx Xxxxx 000 Xxxx Xxxxxx
000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx'x Investors Service
Prudential Securities Incorporated 00 Xxxxxx Xxxxxx
Xxx Xxx Xxxx Plaza, 14th Floor New York, New York 10007
Xxx Xxxx, Xxx Xxxx 00000
Fitch IBCA, Inc.
Chase Manhattan Mortgage Corporation 0 Xxxxx Xxxxxx Xxxxx
000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx, Xxx Xxxxxx 00000
Re: Chase Funding Mortgage Loan Asset-Backed Certificates, Series 1999-2
Mortgage Loan Subsequent Transfer
Ladies and Gentlemen:
We have acted as counsel for Chase Manhattan Mortgage Corporation ("CMMC") and
Chase Funding, Inc. (the "Company"), in connection with the transfer of
approximately $144,987,605.00 in aggregate principal amount of mortgage loans
(the "Subsequent Mortgage Loans") by the Company to Citibank, N.A., as trustee
(the "Trustee") pursuant to a subsequent transfer instrument dated August 17,
1999 (the "Subsequent Transfer Instrument") and the deposit of the Subsequent
Mortgage Loans into a trust fund (the "Trust Fund") pursuant to a pooling and
servicing agreement dated as of June 1, 1999 among the Company, Advanta Mortgage
Corp. U.S.A., as subservicer, CMMC, as master servicer, and the Trustee, as
trustee (the "Pooling and Servicing Agreement"). The Subsequent Mortgage Loans
were purchased from CMMC by the Company pursuant to a subsequent mortgage
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
Chase Funding, Inc.
Chase Manhattan Mortgage Corporation
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
August 17, 1999
Page 2
loan purchase agreement dated as of August 17, 1999 (the "Subsequent Mortgage
Loan Purchase Agreement"). The Trust Fund is evidenced by Chase Funding Mortgage
Loan Asset-Backed Certificates, Series 1999-2 (the "Certificates"), evidencing
interests in a pool of Mortgage Loans secured by first liens on
one-to-four-family residential properties and certain other property conveyed by
the Company to the Trustee. Each capitalized term used and not otherwise defined
herein has the meaning set forth in the Pooling and Servicing Agreement.
We have examined the originals or copies, certified or otherwise identified to
our satisfaction, of all such records of the Company and CMMC and all such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein, including, without limitation, (i) the
Restated Certificate of Incorporation of the Company; (ii) the By-Laws of the
Company; (iii) copies of certain unanimous consents adopted by the Board of
Directors of the Company authorizing the issuance and sale of the Certificates
and purchase of the Subsequent Mortgage Loans; (iv) the Certificate of
Incorporation of CMMC; (v) the By-Laws of CMMC; (vi) copies of certain unanimous
consents adopted by the Board of Directors of CMMC authorizing the entry by CMMC
into the Subsequent Mortgage Loan Purchase Agreement; (vii) the Pooling and
Servicing Agreement; (viii) the Subsequent Mortgage Loan Purchase Agreement;
(ix) the Subsequent Transfer Instrument; (x) certificates of the Company
relating to the sale of the Subsequent Mortgage Loans; and (xi) certificates of
the Trustee relating to delivery of the Mortgage Notes underlying the Subsequent
Mortgage Loans.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity of
all documents submitted to us as certified or photostatic copies to the original
documents and the authenticity of such documents. We have assumed that any
documents executed by any party other than the Company and CMMC are the legal,
valid and binding obligation of such party. As to any facts material to the
opinions expressed herein that we did not establish independently or verify, we
have relied upon the truth, accuracy and completeness of the statements and
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
Chase Funding, Inc.
Chase Manhattan Mortgage Corporation
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
August 17, 1999
Page 3
representations of the Company and CMMC, their officers and other
representatives, the Trustee and others. Capitalized terms used but not defined
herein shall have the meanings set forth in the Pooling and Servicing Agreement.
Whenever the phrase "to the best of our knowledge" or "of which we are aware" is
used herein, it refers in each case to the actual knowledge of the attorneys of
this firm involved in the representation of the Company and CMMC in this
transaction.
We express no opinion as to the effect of the laws of any jurisdiction other
than the laws of the State of New York and the federal laws of the United States
of America.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Company is a corporation validly existing and in good standing
under the laws of the State of New York.
(ii) The Subsequent Mortgage Loan Purchase Agreement and the Subsequent
Transfer Instrument (collectively, the "Agreements") have been duly authorized,
executed and delivered by the Company, and are valid and binding obligations of
the Company enforceable against the Company in accordance with their respective
terms, except that such enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and subject to the application of the rules of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law), including those respecting the availability of specific performance.
(iii) The execution and delivery of the Agreements are within the
corporate power of the Company and has been duly authorized by all necessary
corporate action on the part of the Company; and to the best of our knowledge,
neither the execution and delivery of such Agreements, nor the consummation of
the transactions contemplated in the Agreements nor the fulfillment of the terms
thereof, will conflict with or constitute a breach or violation of any of the
terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
the Company
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
Chase Funding, Inc.
Chase Manhattan Mortgage Corporation
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
August 17, 1999
Page 4
pursuant to, any contract, indenture, mortgage, or other instrument to which the
Company is a party or by which it may be bound of which we are aware, other than
the lien or liens created by the Agreements or the Pooling and Servicing
Agreement, nor will such action result in any violation of the provisions of the
certificate of incorporation or by-laws of the Company.
(iv) To the best of our knowledge, the execution, delivery and
performance by the Company of the Agreements does not require the consent or the
approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of any federal, state or other governmental agency
or authority which has not previously been affected.
(v) To the best of our knowledge, there is no action, suit or
proceeding of which we are aware before or by any court or governmental agency
or body, domestic or foreign, now pending or threatened against the Company
which might materially and adversely affect the performance by the Company of
its obligations under, or the validity or enforceability of, the Certificates or
either of the Agreements, or which is required to be disclosed in any filing
under the 1933 Act.
(vi) CMMC is validly existing as a corporation in good standing under
the laws of the State of New Jersey.
(vii) The Subsequent Mortgage Loan Purchase Agreement has been duly
authorized, executed and delivered by CMMC and constitutes a valid and binding
obligation of CMMC enforceable against CMMC in accordance with its respective
terms, except that such enforceability thereof may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and subject to the application of the
rules of equity, (regardless whether enforcement is sought in a proceeding in
equity or at law) including those respecting the availability of specific
performance.
(viii) The execution and delivery by CMMC of the Subsequent Mortgage
Loan Purchase Agreement are within the corporate power of CMMC and has been duly
authorized
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
Chase Funding, Inc.
Chase Manhattan Mortgage Corporation
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
August 17, 1999
Page 5
by all necessary corporate action on the part of CMMC; and, to the best of our
knowledge, neither the execution and delivery of such agreement, nor the
consummation of the transactions provided for therein, nor the fulfilment of the
terms thereof, will conflict with or constitute a breach or violation of any of
the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of CMMC pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease, deed of trust, or other instrument to which CMMC is a party or by
which it may be bound of which we are aware, other than the lien or liens
created by the Agreements or the Pooling and Servicing Agreement, nor will such
action result in any violation of the provisions of the charter or by-laws of
CMMC.
(ix) To the best of our knowledge, the execution, delivery and
performance by CMMC of the Subsequent Mortgage Loan Purchase Agreement does not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of any federal, state or
other governmental agency or authority which has not previously been effected.
(x) To the best of our knowledge, there is no action, suit or
proceeding of which we are aware before or by any court or governmental agency
or body, domestic or foreign, now pending or threatened against CMMC which might
materially and adversely affect the performance by CMMC under, or the validity
or enforceability of, the Subsequent Mortgage Loan Purchase Agreement.
You may rely on our opinions addressed to Xxxxx'x Investors Service and Fitch
IBCA, Inc., delivered contemporaneously herewith as if such opinions were
addressed to you.
Chase Securities Inc.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
Chase Funding, Inc.
Chase Manhattan Mortgage Corporation
Citibank, X.X.
Xxxxx'x Investors Service
Fitch IBCA, Inc.
August 17, 1999
Page 6
This opinion is furnished by us as counsel for the Company and CMMC in
connection with the transfer of the Subsequent Mortgage Loans occurring on the
date hereof and is solely for the benefit of the addressees hereto, and is not
to be used, circulated, quoted or otherwise referred to for any other purpose
without our express written permission.
Very truly yours,
ATTACHMENT E
TRUSTEE'S CERTIFICATE
TRUSTEE'S CERTIFICATE
Citibank, N.A., as trustee (the "Trustee") under the Pooling
and Servicing Agreement dated as of June 1, 1999 (the "Agreement") among Chase
Funding, Inc. (the "Company"), Advanta Mortgage Corp. USA, the Trustee and Chase
Manhattan Mortgage Corporation, hereby certifies that, with regard to the
transfer, pursuant to a subsequent transfer instrument dated as of August 17,
1999 (the "Subsequent Transfer Instrument"), of certain mortgage loans listed on
the schedule attached to the Subsequent Transfer Instrument ("the Subsequent
Mortgage Loans"), except as noted in the Exception Report:
1. The Trustee took the Mortgage Notes in good faith for value
and without notice or knowledge (i) of any adverse claims, liens or
encumbrances, (ii) that any Mortgage Note was overdue or had been
dishonored or subject to any security interest or other right or
interest therein, or (iii) of any defense against or claim to the
Mortgage Notes on the part of any entity;
2. The Trustee or its agent received actual possession of the
Mortgage Notes; and
3. The Trustee took possession of the Mortgage Notes in the
ordinary course of its business.
Capitalized words used herein shall have the respective
meanings assigned to them in the Agreement.
CITIBANK, N.A.,
as Trustee
By: ________________________________
Name:
Title:
Dated: August 17, 1999
ATTACHMENT F
OPINION OF TRUSTEE'S COUNSEL
August 17, 1999
[Form of Opinion]
The Parties Listed on Annex A Hereto
Re: Chase Funding Trust, Series 1999-2
----------------------------------
Ladies and Gentlemen:
This opinion is rendered to you by the undersigned, as a Senior Attorney of
Citibank, N.A. ("Citibank"). I have acted as counsel for Citibank, acting as
trustee (the "Trustee"), in connection with the Pooling and Servicing Agreement,
dated as of June 1, 1999 (the "Pooling and Servicing Agreement"), among Chase
Funding, Inc. (the "Depositor"), Chase Manhattan Mortgage Corporation (the
"Master Servicer"), Advanta Mortgage Corp. USA (the "Subservicer"), and the
Trustee with respect to Chase Funding Trust's Mortgage Loan Asset-Backed
Certificates, Series 1999-2 (the "Certificates").
I have examined a copy of the Pooling and Servicing Agreement, and copies
certified or otherwise identified to my satisfaction of such corporate documents
and records of the Trustee, certificates of public officials and other documents
and instruments as I have deemed appropriate or necessary for purposes of this
opinion.
Based on the foregoing, I am of the opinion that:
1. The Trustee is a national banking association validly existing in good
standing under the federal laws of the United States of America, with
the requisite power and authority to execute and deliver the Pooling
and Servicing Agreement and perform its obligations under the Pooling
and Servicing Agreement.
2. To the best of my knowledge, there is no pending or threatened action,
suit or proceeding before any court or governmental agency, authority
or body which, if adversely determined, would have a material adverse
effect upon the ability of the Trustee to perform its obligations under
the Pooling and Servicing Agreement.
The opinions expressed herein are limited to the federal laws of the United
States of America and the laws of the State of New York.
This opinion is given to you for your sole benefit and no other person or entity
is entitled to rely hereon with out my express written consent.
Very truly yours,
ANNEX A
Chase Manhattan Mortgage Corporation Xxxxx'x Investors Service, Inc.
000 Xxxxxxxx Xxxxxx 00 Xxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Chase Funding, Inc. Fitch IBCA, Inc.
000 Xxxx Xxxxxxxxx Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTACHMENT G
SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT
CHASE FUNDING, INC.
PURCHASER
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE LOAN SELLER
SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 17, 1999
$144,987,605.00 (Approximate)
CHASE FUNDING MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
SERIES 1999-2
Subsequent Mortgage Loan Purchase Agreement (the "Agreement"),
dated as of August 17, 1999, between as Chase Funding, Inc., as purchaser (the
"Purchaser") and Chase Manhattan Mortgage Corporation, as seller (the "Mortgage
Loan Seller").
The Mortgage Loan Seller agrees to sell, and the Purchaser
agrees to purchase, certain mortgage loans listed in Exhibit A hereto (the
"Subsequent Mortgage Loans") as described herein on August 17, 1999 (the
"Subsequent Transfer Date"). The Purchaser, a New York corporation with its
principal place of business in Woodcliff Lake, New Jersey, is a wholly-owned
limited-purpose subsidiary of The Chase Manhattan Mortgage Corporation, a New
Jersey corporation. The Purchaser intends to deposit the Subsequent Mortgage
Loans into a trust fund (the "Trust Fund") evidenced by Chase Funding Mortgage
Loan Asset-Backed Certificates, Series 1999-2 (the "Certificates"). The
Certificates were issued pursuant to a Pooling and Servicing Agreement dated as
of June 1, 1999 (the "Cut-Off Date") among the Purchaser, Chase Manhattan
Mortgage Corporation, as master servicer (the "Master Servicer"), Advanta
Mortgage Corp. USA, as Subservicer and Citibank, N.A., as trustee (the
"Trustee"), (the "Pooling and Servicing Agreement").
The Certificates are described more fully in the related
prospectus dated June 16, 1999, as supplemented by the Prospectus Supplement,
dated June 16, 1999 (as supplemented, the "Prospectus").
All capitalized terms not otherwise defined herein have the
meanings set forth in the Pooling and Servicing Agreement. The following terms
are defined as follows:
Subsequent Cut-Off Date: August 1, 1999
Subsequent Transfer Date: August 17, 1999
Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties agree as follows:
ARTICLE I
SALE AND CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS
SECTION 1.01. Sale and Conveyance of Mortgage; Possession of
Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set
over and convey to the Purchaser, without recourse, all right, title, and
interest of the Mortgage Loan Seller in and to the Subsequent Mortgage Loans and
each of the documents and records maintained by the Mortgage Loan Seller with
respect to the origination or servicing of a particular Subsequent Mortgage Loan
(each, a "Mortgage File") including all principal and interest due on or with
respect to the Subsequent Mortgage Loans after the Subsequent Cut-off Date. All
documents relating to the Subsequent Mortgage Loans not delivered to the
Purchaser are and shall be held in trust by the
Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or
the Purchaser's assignee or designee and the Mortgage Loan Seller's possession
of the contents of each such document so retained is at the will of the
Purchaser or the Purchaser's assignee or designee and such retention and
possession by the Mortgage Loan Seller is in a custodial capacity only. Upon
sale of the Subsequent Mortgage Loans, the ownership of each related Mortgage
Note, the Mortgage and the contents of the related Mortgage File will be vested
in the Purchaser and the ownership of all records and documents with respect to
the related Subsequent Mortgage Loan prepared by or which come into the
possession of the Mortgage Loan Seller shall immediately vest in the Purchaser
and shall be retained and maintained, in trust, by the Mortgage Loan Seller at
the will of the Purchaser in such custodial capacity only. The Mortgage Loan
Seller's records will accurately reflect the sale of each Subsequent Mortgage
Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the
contents of any Mortgage File only in accordance with written instructions from
the Purchaser or the Purchaser's assignee or designee, except that where such
release is required as incidental to a repurchase of any such Subsequent
Mortgage Loan pursuant to Section 1.04 or 2.02, such written instructions shall
not be required. The ownership of each Mortgage Note, the Mortgage and the
contents of the related Mortgage File will be vested in the Trustee, as assignee
of the Purchaser. The Mortgage Loan Seller shall not take any action
inconsistent with such ownership and shall not claim any ownership interest
therein. The Mortgage Loan Seller shall respond to any third party inquiries
with respect to ownership of the Subsequent Mortgage Loans by stating that such
ownership is held by the Trustee and the Certificateholders.
SECTION 1.02. Books and Records. From and after the sale of
the Subsequent Mortgage Loans to the Purchaser, record title to each Mortgage
and the related Mortgage Note shall be transferred to the Purchaser or its
assignee in accordance with this Agreement. All rights arising out of the
Subsequent Mortgage Loans, including, but not limited to, all funds received on
or in connection with a Subsequent Mortgage Loan, shall be received and held by
the Mortgage Loan Seller in trust for the benefit of the Purchaser or its
assignee as the owner of the Subsequent Mortgage Loans. The Mortgage Loan Seller
shall be responsible for maintaining, and shall maintain, a set of records for
each Subsequent Mortgage Loan which shall be clearly marked to reflect the
ownership of each Subsequent Mortgage Loan by the Purchaser or its assignee
pursuant to the Pooling and Servicing Agreement.
SECTION 1.03. Delivery of Subsequent Mortgage Loan Documents.
The Mortgage Loan Seller has delivered or caused to be delivered to the
Purchaser or its designee in accordance with the instructions of the Purchaser,
each of the documents referred to in Section 2.01 of the Pooling and Servicing
Agreement.
If, in connection with any Subsequent Mortgage Loan, the
Mortgage Loan Seller cannot deliver the Mortgage with evidence of recording
thereon concurrently with the execution and delivery of this Agreement solely
because of a delay caused by the public recording office where such Mortgage has
been delivered for recordation, the Mortgage Loan Seller shall deliver
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or cause to be delivered to the Purchaser or its designee an Officer's
Certificate, with a photocopy of such Mortgage attached thereto, stating that
such Mortgage has been delivered to the appropriate public recording official
for recordation. The Mortgage Loan Seller shall promptly deliver or cause to be
delivered to the Purchaser or its designee such Mortgage with evidence of
recording indicated thereon upon receipt thereof from the public recording
official. Notwithstanding the above, the Mortgage Loan Seller shall co-operate
with the Master Servicer and use its best efforts to cause each original
Mortgage with evidence of recording thereon to be delivered to the Purchaser or
its designee upon receipt thereof from the public recording office.
SECTION 1.04. Review of Subsequent Mortgage Loans; Repurchase
of Subsequent Mortgage Loans. The Purchaser or its designee shall review the
documents delivered pursuant to Section 1.03 or Section 2.03 within 270 days
after the Subsequent Transfer Date or the date of substitution, as the case may
be, to ascertain that all required documents have been executed and received and
that such documents relate to the mortgage loans identified on the Subsequent
Mortgage Loan Schedule. If the Purchaser or its designee discovers that any
document or documents constituting a part of a Mortgage File is missing or
defective in any material respect, the Purchaser or its designee shall notify
the Mortgage Loan Seller promptly (and in any event within no more than five
Business Days). The Mortgage Loan Seller shall correct or cure any such omission
or defect within 90 days from the date the Mortgage Loan Seller was notified of
the omission or defect, and, if the Mortgage Loan Seller does not correct or
cure each omission or defect within such period, the Mortgage Loan Seller shall
repurchase such Subsequent Mortgage Loan at the Purchase Price within 90 days of
the date the Mortgage Loan Seller was notified of such omission or defect. At
the time of such repurchase, the Purchaser or the Trustee, as appropriate,
shall, in exchange for a written receipt therefor, release documents in its
possession relating to such Subsequent Mortgage Loan to the Mortgage Loan
Seller.
The Mortgage Loan Seller shall repurchase all Subsequent
Mortgage Loans to which an exception was taken in the Exception Report and
confirmed to the Company by the Trustee unless such exception is cured to the
satisfaction of the Purchaser within five Business Days of the date hereof (or
such other period as is agreed by the Purchaser and the Trustee, but not more
than 60 days). At the time of such repurchase, the Purchaser or the Trustee, as
appropriate, shall, in exchange for a written receipt therefor, release
documents in its possession relating to such Subsequent Mortgage Loan to the
Mortgage Loan Seller.
SECTION 1.05. Treatment as a Security Agreement. The Mortgage
Loan Seller, concurrently with the execution and delivery hereof, has conveyed
to the Purchaser all of the Mortgage Loan Seller's right, title and interest in
and to the Subsequent Mortgage Loans. The parties intend that the conveyance of
the Mortgage Loan Seller's right, title and interest in and to the Subsequent
Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale
and not a loan. If such conveyance is deemed to be a pledge and not a sale, then
the parties also intend and agree that the Mortgage Loan Seller shall be deemed
to have granted, and in such event does hereby grant, to the Purchaser a first
priority security interest in all of the Mortgage
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Loan Seller's right, title and interest in and to the Subsequent Mortgage Loans,
all payments of principal or interest on such Subsequent Mortgage Loans, all
other payments made in respect of such Subsequent Mortgage Loans, and all
proceeds if any thereof, and that this Agreement shall constitute a security
agreement under applicable law. If such conveyance is deemed to be a pledge and
not a sale, the Purchaser may, to secure the Purchaser's own borrowings,
repledge (i) all or any portion of the Subsequent Mortgage Loans pledged to the
Purchaser and not released from the security interest of this Agreement at the
time of such pledge and (ii) all proceeds, products and profits derived from
such Subsequent Mortgage Loans, including, without limitation, to the extent of
the Mortgage Loan Seller's interest therein, all moneys, goods, insurance
proceeds and other tangible or intangible property received upon the liquidation
or sale thereof or otherwise relating thereto. Such a repledge may be made by
the Purchaser with or without a repledge by the Purchaser of its rights under
this Agreement, and without further notice to or acknowledgment from the
Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted
by applicable law, all claims, causes of action and remedies whether legal or
equitable (including any right of set-off) against the Purchaser or any assignee
of the Purchaser relating to such action by the Purchaser.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
------------------------------
SECTION 2.01. Representations and Warranties of the Mortgage
Loan Seller. The Mortgage Loan Seller represents and warrants to the Purchaser
that, as of the Subsequent Transfer Date, it has made the representations and
warranties set forth in Section 3.02 of the Pooling and Servicing Agreement for
the benefit of the Purchaser. Such representations and warranties are
incorporated by reference in this Section 2.01, and the Purchaser may rely
thereon as if such representations and warranties were fully set forth herein.
It is understood and agreed that the representations and
warranties incorporated by reference in this Section 2.01 shall survive the sale
of the Subsequent Mortgage Loans to the Purchaser and the sale and delivery of
the Subsequent Mortgage Loans to the Trust Fund, and shall continue so long as
any Class A, Class M or Class B Certificate shall remain outstanding or until
the Pooling and Servicing Agreement shall have been terminated as therein
provided, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment of
Mortgage or the examination of any Mortgage File.
The Mortgage Loan Seller acknowledges that, pursuant to the
Pooling and Servicing Agreement, the Purchaser will assign all of its right,
title and interest in and to the Subsequent Mortgage Loans and its right to
exercise the remedies created by Sections 1.04 and 2.02 hereof to the Trustee
for the benefit of the Certificateholders. The Mortgage Loan Seller agrees that,
upon such assignment to the Trustee, the Trustee may enforce directly, without
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joinder of the Purchaser, the repurchase obligations of the Mortgage Loan Seller
set forth in Sections 1.04 and 2.02 hereof with respect to breaches of the
representations and warranties set forth in Section 2.03 of the Pooling and
Servicing Agreement, or with respect to documentary defects or omissions set
forth in Section 2.02 of the Pooling and Servicing Agreement.
SECTION 2.02. Breach of Representations and Warranties;
Repurchase of Subsequent Mortgage Loans. Upon discovery by the Mortgage Loan
Seller, the Purchaser or the Trustee of a breach of any of the representations
and warranties incorporated by reference in Section 2.01 hereof, irrespective of
any limitation in such representation or warranty regarding the knowledge of the
Mortgage Loan Seller, which materially and adversely affects the value of the
Subsequent Mortgage Loans or the interests of the Purchaser or the Trustee (or
which materially and adversely affects the interests of the Purchaser or the
Trustee in the related Subsequent Mortgage Loan in the case of a representation
and warranty relating to a particular Subsequent Mortgage Loan), the party
discovering such breach shall give prompt written notice to the other parties.
Within 90 days of its discovery or its receipt of notice of any such breach, the
Mortgage Loan Seller shall (i) cure such breach, or (ii) substitute a Subsequent
Mortgage Loan if permitted to do so by the provisions of Section 2.03 below, or
(iii) if the breach relates to a particular Subsequent Mortgage Loan, repurchase
such Subsequent Mortgage Loan from the Trustee or the Purchaser, as appropriate,
at a price equal to the Purchase Price, or (iv) if the breach relates to a
breach of a representation or warranty regarding the Subsequent Mortgage Loans
as a whole, repurchase Subsequent Mortgage Loans selected by the Purchaser (or
its designee) such that the representations and warranties with respect to the
Subsequent Mortgage Loans as a whole are materially correct, from the Trustee or
the Purchaser, as appropriate, at the Purchase Price therefor, so long as such
repurchase is in accordance with the Pooling and Servicing Agreement. Any such
repurchase shall be accomplished by payment to the Master Servicer or deposit in
the Certificate Account of the Purchase Price (after deducting therefrom any
amounts received in respect of such repurchased Subsequent Mortgage Loan and
being held in the Certificate Account for future distribution).
SECTION 2.03. Option to Substitute. If the Mortgage Loan
Seller would otherwise be required to repurchase any Subsequent Mortgage Loan
pursuant to Section 1.04 or 2.02, the Mortgage Loan Seller may, at its option,
but only within less than two years of the Closing Date, remove such deficient
Subsequent Mortgage Loan from the terms of this Agreement and substitute another
mortgage loan for such deficient Subsequent Mortgage Loan, in lieu of
repurchasing such deficient Subsequent Mortgage Loan. Any substitute Subsequent
Mortgage Loan shall (i) have an outstanding principal amount at the time of
substitution not in excess of the outstanding principal amount of the deficient
Subsequent Mortgage Loan, (ii) have a Mortgage Rate not less than the Mortgage
Rate of the deficient Subsequent Mortgage Loan, and not more than one percentage
point greater than the Mortgage Rate of the deficient Subsequent Mortgage Loan,
(iii) have a remaining term to maturity not later than, and not more than one
year less than, the remaining term to maturity of the deficient Subsequent
Mortgage Loan, (iv) be, in the reasonable determination of the Master Servicer,
of the same type, quality
-5-
and character (including location of the Mortgaged Property) as the deficient
Subsequent Mortgage Loan as if the breach had not occurred, (v) have a
Loan-to-Value Ratio at origination not greater than that of the deficient
Subsequent Mortgage Loan, (vi) be, in the reasonable determination of the Master
Servicer, in material compliance with the representations and warranties
incorporated by reference in Section 2.01 as of the date of substitution and
(vii) if the deficient Subsequent Mortgage Loan for which it is being
substituted is not a Balloon Loan, not be a Balloon Loan.
The Mortgage Loan Seller shall amend the Subsequent Mortgage
Loan Schedule to reflect the withdrawal of the deficient Subsequent Mortgage
Loan from this Agreement and the substitution of such substitute Subsequent
Mortgage Loan therefor. Upon such amendment, the Mortgage Loan Seller shall be
deemed to have made as to such substitute Subsequent Mortgage Loan the
representations and warranties incorporated by reference in Section 2.01 as of
the date of such substitution, which shall continue so long as any Class A,
Class M or Class B Certificate shall remain outstanding or until the Pooling and
Servicing Agreement shall have been terminated as therein provided.
SECTION 2.04. Action to Ensure Enforceability. The Mortgage
Loan Seller shall, at the request of the Purchaser or the Trustee, take all
action on its part which is reasonably necessary to ensure the enforceability of
a Subsequent Mortgage Loan.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, 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 3.02. Governing Law. This Agreement shall be 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 3.03. Fees and Expenses. The Mortgage Loan Seller
shall pay all costs, fees and expenses incurred in connection with the
transactions contemplated hereby. The Mortgage Loan Seller will pay, or arrange
for payment of, all recording fees in connection with the transactions
contemplated hereby.
SECTION 3.04. 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
-6-
mailed by first class or registered mail, postage prepaid, to (i) in the case of
the Purchaser, Chase Funding, Inc., 000 Xxxx Xxxxxxxxx, 0xx Xxxxx Xxxxx,
Xxxxxxxxx Lake, New Jersey 07675, Attention Structured Finance (ii) in the case
of the Mortgage Loan Seller, Chase Manhattan Mortgage Corporation, 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: Structured Finance or (iii) in the
case of either of the preceding Persons, such other address as may hereafter
be furnished to the other Person in writing by such Person.
SECTION 3.05. Severability Clause. Any part, provision,
representation or warranty of this Agreement which 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 or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
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
jurisdiction as to any Subsequent Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 3.06. Counterparts. This Agreement may be executed in
any number of counterparts. Each counterpart shall be deemed to be an original,
and all such counterparts shall constitute one and the same instrument.
SECTION 3.07. Place of Delivery. The Agreement shall be deemed
in effect when a fully executed counterpart thereof is received by the Purchaser
and shall be deemed to have been made in the State of New York.
SECTION 3.08. Agreement of Parties. The Mortgage Loan Seller
and the Purchaser agree to execute and deliver such instruments and take such
actions as the other party may, from time to time, reasonably request in order
to effectuate the purpose and to carry out the terms of this Agreement.
SECTION 3.09. Successors and Assigns; Assignment of Agreement.
This Agreement shall bind and inure to the benefit of and be enforceable by the
Mortgage Loan Seller and the Purchaser and their respective successors and
assigns. This Agreement cannot be assigned, pledged or hypothecated by any party
hereto to a third party without the written consent of each other party to this
Agreement, and any such purported assignment, pledge or hypothecation shall be
of no force or effect.
SECTION 3.10. Amendment. The Agreement may be amended from
time to time by the Mortgage Loan Seller and the Purchaser by written agreement
signed by the Mortgage Loan Seller and the Purchaser.
-7-
SECTION 3.11. Waivers; Other Agreements. No term or provision
of this Agreement may be waived or modified unless such waiver or modification
is in writing and signed by a duly authorized officer of the party against whom
such waiver or modification is sought to be enforced.
-8-
IN WITNESS WHEREOF, the Purchaser and the Mortgage Loan
Seller have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
CHASE FUNDING, INC.
By:
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
CHASE MANHATTAN MORTGAGE CORPORATION
By:
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
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EXHIBIT A
SUBSEQUENT MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
