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
2000-CB4 Trust,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2000-CB4
Dated as of November 1, 2000
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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 November 1, 2000 (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 November 1, 2000 (the "Pooling and Servicing Agreement"), among the
Purchaser, as depositor, the Seller, Litton Loan Servicing LP ("Litton"), as
servicer, and The Chase Manhattan Bank, as trustee (the "Trustee"), the
Purchaser will convey the Mortgage Loans to 2000-CB4 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 Bank One Trust Company, N.A.
"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.
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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 November
1, 2000, among Credit-Based Asset Servicing and Securitization LLC,
Residential Asset Funding Corporation, Litton Loan Servicing LP and The
Chase Manhattan Bank, C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2000-CB4, 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 November 1, 2000, among Credit-Based Asset
Servicing and Securitization LLC, Residential Asset Funding Corporation,
Litton Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2000-CB4, without recourse";
(iv) an original copy of any intervening assignment of Mortgage
showing a complete chain of assignments;
(v) 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;
(viii) for each VA Loan, the original loan guaranty certificate;
and
(ix) with respect to each Mortgage Loan that is subject to the
provisions of the Homeownership and Equity Protection Act of 1994 or any
comparable state law, a copy of a notice to each entity that was a
purchaser or assignee of such Mortgage Loan, satisfying the provisions of
such Act or law and the regulations issued thereunder, to the effect that
the Mortgage Loan is subject to special truth in lending rules.
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
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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 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
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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 November 1, 2000, among Credit-Based Asset
Servicing and Securitization LLC, Residential Asset Funding Corporation, Litton
Loan Servicing LP and The Chase Manhattan Bank, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2000-CB4, without recourse."
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 $159,520,326.62 in respect of the Mortgage Loans (the "Purchase
Price"), net of an expense reimbursement amount of $56,644.00 (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 and Class R 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,
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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 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.
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(g) The Mortgage has not been satisfied, canceled, subordinated (other
than with respect to second lien loans, the subordination to the first lien
loan) 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.
(h) The Mortgage is a valid, existing and enforceable first or second
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. 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 or second
lien and first or second 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) 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
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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 or second priority lien of
the Mortgage in the original principal amount of the Mortgage Loan and against
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.
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(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 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]
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(dd) There is no proceeding pending for the total or partial
condemnation and no eminent domain proceedings pending affecting any Mortgaged
Property.
(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
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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, 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 3.60% and 0.48% of the Mortgage Loans that
are 30-59 days and 60-89 days, respectively, contractually delinquent as of
November 1, 2000 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.
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(ss) Each Mortgage Loan is a "qualified Mortgage" within the meaning of
Section 860 G(a)(3) of the Code.
(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 and a
second 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.
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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 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
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Mortgage Loans, or (d) its ability to foreclose on the related
Mortgaged Properties.
(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
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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.
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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
335 Madison Avenue
19th Floor
New York, New York 10017
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
301 South College Street, TW-09
Charlotte, North Carolina 28288-0610
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,
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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
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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.
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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/ Eric Kaplan
--------------------------------
Name: Eric Kaplan
Title: Vice President
CREDIT-BASED ASSET SERVICING
AND SECURITIZATION LLC,
as Seller
By: /s/ Ivan Halpern
--------------------------------
Name: Ivan Halpern
Title: Vice President
<PAGE>
STATE OF NC )
-------------
) ss.:
COUNTY OF Mecklenburg )
-------------
On the 12th day of December 2000 before me, a Notary Public in and for said
State, personally appeared Eric Kaplan, known to me to be a Vice President 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/ Margaret Gavin
----------------------
Notary Public
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 11th day of December 2000 before me, a Notary Public in and for said
State, personally appeared Ivan Halpern, known to me to be a Vice President 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.
/s/ Maria D. Rodriguez
--------------------------
Notary Public
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[On File with Dewey Ballantine LLP]
