Exhibit 10.1
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
[_______________________]
_________________
Seller of the Mortgage Loans,
and
[CHASE FUNDING, INC.]
[CHASE MANHATTAN ACCEPTANCE CORPORATION]
Purchaser of the Mortgage Loans
_________________
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of ___________, 200_
_________________
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement (the "Agreement") dated as of
__________, 200_ between [__________________] (the "Seller") and [Chase Funding,
Inc.] [Chase Manhattan Acceptance Corporation] (the "Purchaser").
Background
The following statements are the mutual representations of the parties
with respect to certain factual matters forming the basis for this Agreement and
are an integral part of this Agreement.
A. Mortgage Loans. The Seller possesses (i) the notes or other evidence
of indebtedness (the "Mortgage Notes") under the home equity lines of credit so
indicated on Schedule I hereto referred to below (the "Mortgage Loans"), (ii)
the mortgages (the "Mortgages") on the properties (the "Mortgaged Properties")
securing such Mortgage Loans, including rights to (a) any property acquired by
foreclosure or deed in lieu of foreclosure or otherwise, and (b) the proceeds of
any insurance policies covering the Mortgage Loans or the Mortgaged Properties
or the obligors on the Mortgage Loans.
B. Sale of Mortgage Loans. The parties desire that the Seller sell the
Mortgage Loans ([inclusive][exclusive] of the obligation to fund future advances
under each Loan Agreement after the Closing Date) to the Purchaser pursuant to
the terms of this Agreement. Pursuant to the terms of a [__________] Agreement
dated as of ________, 200_ (the "[_________] Agreement") among the Purchaser, as
depositor, [________], as servicer, and [__________], as trustee (the
"Trustee"), the Purchaser will convey the Mortgage Loans ([inclusive][exclusive]
of the obligation to fund future advances under each Loan Agreement after the
Closing Date) to Home Equity Loan Trust 200__ (the "Trust").
C. Definitions. Capitalized terms not specifically defined in this
Agreement which are defined in the [_____________ _____] Agreement shall have
the same meaning when used herein as when used in the
[____________________].
Statement of Agreement
The parties, each in consideration of the promises of the other and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
SECTION 1. Sale of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery of this
Agreement, does hereby sell, assign, set over, and otherwise convey to the
Purchaser, without recourse, all of its right, title and interest in, to and
under the following, whether now existing or hereafter acquired and wherever
located: (i) the Mortgage Loans, including the Asset Balance (including all
Additional Balances) and all collections of interest and principal in respect
thereof received on or after the Cut-off Date (except collections in respect of
interest for the period from [_____________] to [_____________]); (ii) property
which secured a Mortgage Loan and which has been acquired by foreclosure or deed
in lieu of foreclosure; (iii) the interest of the Seller in any insurance
policies in respect of the Mortgage Loans; (iv) the Seller's rights under the
[_________ _________]; and (v) all proceeds of the foregoing[; provided,
however, that the Purchaser does not assume the obligation under each Loan
Agreement (including, without limitation, such obligation under the Loan
Agreement for each Mortgage Loan after the Closing Date) to fund future advances
to the Mortgagor thereunder, and the Purchaser shall not be obligated to fund
any such future advances]. [Future advances made to a Mortgagor under a Loan
Agreement (each an "Additional Balance") shall be part of the related Asset
Balance. The Seller shall give the Purchaser monthly notice of such advances on
or prior to each Determination Date.]
In connection with such conveyance, the Seller further agrees, at its
own expense, on or prior to the date of this Agreement (a) to indicate in its
books and records that the Mortgage Loans have been sold to the Purchaser
pursuant to this Agreement and (b) to deliver to the Purchaser a computer file
or microfiche list containing a true and complete list of all such Mortgage
Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its
account number, (ii) its delinquency status, and (iii) the aggregate amount
outstanding under the Mortgage Loan as of the Cut-off Date. Such file, which
forms a part of Exhibit __ to the [_________] 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 sale and assignment by the Seller to the
Purchaser, the Seller on or prior to the Closing Date shall deliver to the
Purchaser the following documents or instruments with respect to each Mortgage
Loan so transferred and assigned:
(i) the original Mortgage Note endorsed without recourse
to [____________];
(ii) the original recorded Assignment of Mortgage from
[________________] in recordable form[, which, in the case of any
Mortgage Loan secured by Mortgaged Property located in the State
of New York, shall state that such Assignment of Mortgage is not
subject to the requirements of Section 275 of the Real Property
Law because it is an assignment within the secondary mortgage
market];
(iii) the original recorded Mortgage with an evidence of
a recording indicated thereon or, if, in connection with any
Mortgage Loan, the Seller cannot deliver the original Mortgage
with evidence of recording thereon on or prior to the Closing Date
because such original
(iv) Mortgage has been lost, the Seller shall deliver or
cause to be delivered to the Purchaser a true and correct copy of
such Mortgage, together with a certificate by the appropriate
county recording office where such Mortgage is recorded;
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(v) the title search, and either a full appraisal or a
drive-by inspection, obtained by the originator at the time the
Mortgagor applied for the Mortgage Loan;
(vi) with respect to each Mortgage Loan listed on
Schedule II, a title policy;
(vii) the original of any guaranty executed in
connection with the
(viii) Mortgage Note;
(ix) the original of each assumption, modification,
(x) consolidation or substitution agreement, if any,
relating to the
(xi) Mortgage Loan; and
(xii) any security agreement, chattel mortgage or
equivalent instrument executed in connection with the Mortgage.
The Seller further hereby confirms to the Purchaser that it has caused
the portions of the Electronic Ledger relating to the Mortgage Loans maintained
by the Servicer to be clearly and unambiguously marked to indicate that the
Mortgage Loans have been sold to the Purchaser.
The Purchaser hereby acknowledges its acceptance of all right, title
and interest to the property, now existing and hereafter created, conveyed to it
pursuant to this Section 1.
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 whether now existing or
hereafter created, all monies due or to become due on the Mortgage Loans and all
proceeds of any thereof; and this Agreement shall constitute a security
agreement under applicable law.
In connection with such sale, assignment, and conveyance, the Seller
has filed, in the appropriate office in the State of [______], a UCC-1 financing
statement executed by the Seller as seller, naming the Purchaser as purchaser
and listing the Mortgage Loans and the other property described above as
collateral. In connection with such filing, the Seller agrees that it shall
cause to be filed all necessary continuation statements thereof and to take or
cause to be taken such actions and execute such documents as are necessary to
perfect and protect the Purchaser's interest in the Mortgage Loans and the other
property described above.
(b) [No assignment from the Seller of any Mortgage Loan shall be
required to be recorded in any public real property or other records so long as
no Assignment Event shall have occurred. Upon the occurrence of an Assignment
Event, at the request of the Purchaser, the Seller shall as promptly as
practicable, (a) endorse, or cause to be endorsed, each Mortgage Note without
recourse to the order of the Trustee, on behalf of the Certificateholders, and
(b) prepare and execute, or cause to be prepared and executed, an assignment to
the Trustee in recordable form for each Mortgage Loan sold by the Seller
hereunder and deliver such endorsed Mortgage Notes and assignments to the
Purchaser.]
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SECTION 2. Payment of Purchase Price for Cut-off Date Asset Balances
[and Additional Balances].
(a) [The purchase price ("Purchase Price") for each Mortgage Loan,
and for each Additional Balance, shall be the Cut-off Date Asset Balance thereof
(or the principal amount of the draw under the Credit Line Agreement, in the
case of an Additional Balance) on the due date for payment for such Mortgage
Loan, in the case of a Mortgage Loan, or the date of the creation of the
Additional Balance, in the case of an Additional Balance. In consideration of
the sale of the Mortgage Loans (including Additional Balances) from the Seller
to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller
on the date of this Agreement, by book-entry transfer or otherwise on the books
and records of the Purchaser and the Seller, an amount equal to
$[_____________]. The remainder of the Purchase Price of the Mortgage Loans sold
to the Purchaser as of the Closing Date shall be contributed as capital by the
Seller to the Purchaser.
(b) The Purchase Price for Mortgage Loans and Additional Balances
shall be paid or provided for on the Closing Date and each subsequent date on
which Additional Balances are drawn on the Credit Line Agreements in either of
the following ways: (i) by payment in cash of immediately available funds; or
(ii) in the event that the total Purchase Price is not paid in full in cash by
the Purchaser on the date of purchase, the Seller shall convey the amount of
such cash shortfall as a capital contribution to the Purchaser. The monthly
notice delivered by the Seller to the Purchaser pursuant to Section 1 of this
Agreement shall indicate the amount of the Purchase Price for Additional
Balances paid by the Purchaser during the prior month in cash and the amount of
capital contributions by the Seller to the Purchaser.]
SECTION 3. Representations and Warranties of the Seller. The Seller
hereby makes to and for the benefit of the Purchaser each of the following
representations and warranties:
(a) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of [______________] and has the
power to own its property and to conduct its business as it is presently owned
and as such business is presently conducted;
(b) The Seller is neither required to qualify nor to register as a
foreign corporation in any state in order to conduct its business, and is not
required under federal or state law to obtain any licenses or approvals with
respect to such business except such as have been obtained prior to the Closing
Date;
(c) The Seller has the power and authority to make, execute, deliver
and perform its obligations under this Agreement and all of the transactions
contemplated under this Agreement, and has taken all necessary corporate action
to authorize the execution, delivery and
(d) performance of this Agreement;
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(e) The Seller 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 such as have been obtained or filed, as the case may be, prior
to the Closing Date;
(f) The execution, delivery and performance of this Agreement by the
Seller will not violate or conflict with any provision of any existing law or
regulation or any order or decree of any court
(g) applicable to the Seller or any provision of the [Certificate of
Incorporation] [Articles of Incorporation] [Articles of Association] or By-laws
of the Seller, or constitute a material breach of any mortgage, indenture,
contract or other agreement to which the Seller is a party or by which the
Seller may be bound;
(h) There are no proceedings or investigations pending or, to the
best knowledge of the Seller, threatened, before any court, regulatory body,
administrative agency, arbitrator or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement, (iii) seeking any determination or ruling that, in the reasonable
judgment of the Seller, would materially and adversely affect the transactions
contemplated by this Agreement or the performance by the Seller of its
obligations under this Agreement, (iv) seeking any determination or ruling that
would materially and adversely affect the validity or enforceability of this
Agreement, (v) seeking to affect adversely the Federal income tax attributes of
the Trust, or (vi) seeking to impose any tax upon the Seller as a result of the
sale of the Mortgage Loans pursuant to this Agreement; and
(i) The Seller is not insolvent and will not be insolvent following
the consummation on the Closing Date of the transactions contemplated by this
Agreement and has not entered into such transactions, including the transfer by
the Seller to the Purchaser of the property specified in Section 1, in
contemplation of insolvency or with a view to hindering its creditors.
The representations and warranties set forth in this Section 3 shall
survive the sale of the Mortgage Loans to the Purchaser and the transfer of the
Mortgage Loans by the Purchaser to the Trust and the delivery of the Mortgage
Files to the Trustee. Upon discovery by the Seller or the Purchaser of a breach
of any of the foregoing representations and warranties, the party discovering
such breach shall give prompt written notice thereof to the other party.
SECTION 4. Representations and Warranties of the Seller Regarding this
Agreement and the Mortgage Loans: Repurchase of Certain Mortgage Loans.
(a) The Seller represents and warrants to the Purchaser as of the
Transfer Date with respect to each Mortgage Loan sold to the Purchaser (except
as otherwise expressly stated) that, as to each Mortgage Loan or its related
Asset Balance:
[insert representations and warranties]
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The representations and warranties set forth in this Section 4 shall
survive the sale of the Mortgage Loans to the Purchaser and the transfer of the
Mortgage Loans by the Purchaser to the Trust and the delivery of the Mortgage
Files to the Trustee. Upon discovery by the Seller or the Purchaser of a breach
of any of the representations and warranties set forth in this Section 4, the
party discovering such breach shall give prompt written notice thereof to the
other party. Within 60 days of its discovery or its receipt of notice of breach,
the Seller shall use all reasonable efforts to cure such breach in all material
respects or shall, not later than the Business Day immediately preceding the
Distribution Date in the month following the Collection Period in which any such
cure period expired, repurchase such Mortgage Loan from the Purchaser in the
same manner and subject to the same conditions as set forth in Section 5, other
than with respect to breaches solely related to the representations and
warranties set forth in clause (i) or (ii) of this Section 4. Upon making such
repurchase and sending any required payment to the Purchaser, the Seller shall
be entitled to receive an instrument of assignment or transfer, without
recourse, representation or warranty, from the Purchaser to the same extent as
set forth in Section 5 with respect to the repurchase of the Mortgage Loans
under that Section. It is understood and agreed that the obligation of the
Seller to repurchase a Mortgage Loan as to which a breach has occurred and is
continuing and to make any required payment to the Purchaser shall constitute
the sole remedy respecting such breach available to the Purchaser against the
Seller; provided, however, that the Seller shall defend and indemnify the
Purchaser against all costs, expenses, losses, damages, claims and liabilities,
including reasonable fees and expenses of counsel, which may be asserted against
or incurred by the Purchaser as a result of any breach of any such
representation or warranty. Notwithstanding the foregoing, with regard to any
breach of the representation and warranty set forth in clause (iv) of this
Section 4, the sale and assignment of the affected Mortgage Loans shall be
deemed void and the Seller shall pay to the Purchaser the sum of (i) the amount
of the related Asset Balances and (ii) the amount of any losses suffered with
respect to the affected Mortgage Loans.
In the event of a breach of any of the representations and warranties
in clause (i) or clause (ii) of this Section 4 that materially and adversely
affects the interests of the Purchaser, the Purchaser by written notice to the
Seller, may direct the Seller to repurchase all of the Mortgage Loans within 60
days of such notice. The Seller shall repurchase such Mortgage Loans on the
Distribution Date immediately succeeding the expiration of such applicable
period; provided that such repurchase will not be required to be made if on the
Business Day prior to such Distribution Date, such representation and warranty
shall then be true and correct in all material respects or the breach of such
representations and warranties no longer materially and adversely affects the
interests of the Purchaser. The Seller shall pay to the Purchaser an amount
equal to the aggregate Asset Balances of the Mortgage Loans on the Distribution
Date on which the repurchase is scheduled to be made plus an amount equal to all
interest accrued but unpaid on such Mortgage Loans through the end of the
related Collection Period. If the Purchaser gives a notice as provided above,
the obligation of the Seller to make any such deposit will constitute the sole
remedy respecting a breach of the representations and warranties available to
the Purchaser against the Seller.
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SECTION 5. Acceptance by the Purchaser: Repurchase of Mortgage Loans.
The Purchaser hereby acknowledges its acceptance of the sale and assignment of
the Mortgage Notes and the Mortgages, and its receipt of the Mortgage Files
delivered pursuant to Section 1. If the time to cure any defect in respect of
any Mortgage Loan of which the Purchaser has notified the Seller following the
Purchaser's review of the Mortgage Files has expired or if at any time any loss
is suffered by the Purchaser in respect of any Mortgage Loan as a result of (i)
a defect in any document constituting a part of its Mortgage File, (ii) an
assignment of the related Mortgage not having been recorded as required by
Section 1(a), or (iii) the failure by the Seller to satisfy its obligation under
Section 1(b), then on the next succeeding Business Day, the Seller shall be
obligated to repurchase all right, title and interest of the Purchaser in and to
such Mortgage Loan, without recourse, representation or warranty, on such
Business Day; provided, however, that interest accrued on the Asset Balance of
such Mortgage Loan to the end of the Collection Period during which the date of
repurchase occurs shall be the property of the Purchaser. Within two Business
Days after the Business Day on which such repurchase arises the Seller shall pay
to the Purchaser an amount in immediately available funds equal to the Asset
Balance of such Mortgage Loan (the "Repurchase Price"). Upon receipt of the
Repurchase Price for such Mortgage Loan, the Purchaser shall execute such
documents and instruments of transfer presented by the Seller, and take such
other actions as shall reasonably be requested by the Seller to effect the
repurchase by the Seller of such Mortgage Loan pursuant to this Section. It is
understood and agreed that the obligation of the Seller to repurchase such a
Mortgage Loan shall constitute the sole remedy respecting such defect available
to the Purchaser against the Seller.
SECTION 6. Covenants of the Seller. The Seller hereby covenants that:
(a) Security Interests. Except for the conveyances hereunder and the
[____________________] Agreement, 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 the related Mortgaged Property, whether now
existing or hereafter created, or any interest therein; and the Seller will
defend the right, title and interest of the Purchaser in, to and under the
Mortgage Loans and the related Mortgaged Property, whether now existing or
hereafter created, against all claims of third parties claiming through or under
the Seller; provided, however, that nothing in this Section 6(a) shall prevent
or be deemed to prohibit the Seller from suffering to exist upon any Mortgage
Loans or the related Mortgaged Property 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) Notice of Liens. The Seller shall notify the Purchaser promptly
after becoming aware of the existence of any Lien on any Mortgage Loans or the
related Mortgaged Property other than the conveyances hereunder and the
[____________________] Agreement.
(c) Delivery of Collections. In the event that the Seller receives
payments or other proceeds with respect to the Mortgage Loans conveyed
hereunder, the Seller agrees to remit to the Purchaser or its designee all such
payments or other proceeds as soon as practicable after receipt thereof by the
Transferor, but in no event later than [__] Business Days after the receipt by
the Seller thereof.
SECTION 7. Termination. The respective obligations and responsibilities
of the Seller and the Purchaser created hereby shall terminate, except for the
Seller's indemnity obligations as provided herein, upon the termination of the
Trust as provided in Article [__] of the [____________________] Agreement.
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SECTION 8. Amendment.
(a) This Agreement may be amended from time to time by the Purchaser
and the Seller, without the consent of any of the Certificateholders, to cure
any ambiguity, to correct or supplement any provisions herein which may be
inconsistent with any other provisions herein, or to add any other provisions
with respect to matters or questions arising under this Agreement which shall
not be inconsistent with the provisions of this Agreement or the
[_________________] Agreement; provided, however, that such action shall not,
(i) as evidenced by a letter from each Rating Agency rating the Investor
Certificates delivered to the Trustee, adversely affect the rating on the
Investor Certificates, or (ii) as evidenced by an opinion of counsel
satisfactory to the Trustee, cause the Trust to be characterized for federal
income tax purposes as an association taxable as a corporation or a taxable
mortgage pool or adversely affect the treatment of the Certificates as debt for
federal income tax purposes.
(b) This Agreement may also be amended from time to time by the
Purchaser and the Seller with the consent of the Holders of Investor
Certificates evidencing Percentage Interests aggregating not less than 51%, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or modifying in any manner the rights of
the Certificateholders hereunder; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of,
collections of payments on Mortgage Loans or distributions which are required to
be made on any Certificate without the consent of the Holder of such Certificate
or (ii) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of Holders of all Certificates then outstanding.
(c) Promptly after the execution of any such amendment made with the
consent of the Investor Certificateholders, the Purchaser shall furnish, or
cause to be furnished, written notification of the substance of such amendment
to each Investor Certificateholder. The Purchaser shall give, or cause to be
given, to each Rating Agency ten Business Days' notice of any proposed amendment
pursuant to this Section 8, and the Purchaser shall give, or cause to be given,
to each Rating Agency notice of any amendment adopted pursuant to this Section.
(d) Not less than 10 days prior to the execution of any amendment to
this Agreement under subsection 8(b), the Purchaser shall furnish written notice
of such amendment including a copy of the text of the proposed amendment to each
Investor Certificateholder and to the Rating Agencies. Promptly after the
execution of any amendment the Purchaser shall furnish, or cause to be
furnished, written notification of the substance of such amendment to each
Investor Certificateholder and to the Rating Agencies.
(e) It shall not be necessary for the consent of Investor
Certificateholders under this Section 8 to approve the particular form of any
proposed amendment, but it shall be sufficient if such Certificateholders shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Trustee may prescribe.
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SECTION 9. Assignment. Notwithstanding anything to the contrary
contained herein, this Agreement may not be assigned by the Purchaser or the
Seller except as contemplated by this Section 9; provided, however, that
simultaneously with the execution and delivery of this Agreement, the Purchaser
shall assign all of its right, title and interest herein to the Trustee for the
benefit of the Certificateholders as provided in the [____________________]
Agreement, to which the Seller hereby expressly consents. The Seller agrees to
perform its obligations hereunder for the benefit of the Trust and that the
Trustee may enforce the provisions of this Agreement, exercise the rights of the
Purchaser and enforce the obligations of the Seller hereunder without the
consent of the Purchaser and to the same effect as if the Trustee was a party
hereto.
SECTION 10. Third-Party Beneficiaries. This Agreement will inure to the
benefit of and be binding upon the parties hereto, the Trustee, and the
Certificateholders, which shall be considered to be third-party beneficiaries
hereof. Except as otherwise provided in this Agreement, no other person will
have any right or obligation hereunder.
SECTION 11. Purchaser Indemnification. The Seller shall pay, indemnify
and hold harmless the Purchaser, the Trust, the Trustee and each Investor
Certificateholder from and against any loss, liability, expense, damage or
injury (except, in the case of indemnification of any Certificateholder, to the
extent that they arise from any action by such Investor Certificateholder)
suffered or sustained pursuant to this Agreement, including, but not limited to,
any judgment, award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided, however, that the Seller shall not
indemnify the Purchaser, the Trust, the Trustee or the Investor
Certificateholders if such loss, liability, expense, damage or injury is due to
the gross negligence or willful misconduct of the Purchaser or the Trustee and
provided further that the Seller shall not indemnify the Trust or the Investor
Certificateholders for any liabilities, costs or expenses of the Trust or the
Investor Certificateholders arising under any tax law, including, without
limitation, Federal, State or local or franchise taxes. The provisions of this
indemnity shall run directly to and be enforceable by an injured party subject
to the limitations hereof.
SECTION 12. Merger or Consolidation of, or Assumption of the
Obligations of, the Seller.
(a) The Seller shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:
(i) the corporation formed by such consolidation or into which
the Seller is merged or the Person which acquires by conveyance or
transfer the properties and assets of the Seller substantially as an
entirety shall be organized and existing under the laws of the
United States of America or any State or the District of Columbia,
and, if the Seller is not the surviving entity, shall expressly
assume, by an agreement supplemental hereto, executed and delivered
to the Purchaser and the Trustee, in form satisfactory to the
Purchaser and the Trustee, the performance of every covenant and
obligation of the Seller, as applicable hereunder and shall benefit
from all the rights granted to the Seller, as applicable hereunder;
and
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(ii) the Seller shall have delivered to the Purchaser and the
Trustee an Officer's Certificate signed by a Vice President (or any
more senior officer) of the Seller and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or transfer and
such supplemental agreement comply with this Section 12 and that all
conditions precedent herein provided for relating to such
transaction have been complied with.
(b) The obligations of the Seller hereunder shall not be assignable
nor shall any Person succeed to the obligations of the Seller hereunder except
in each case in accordance with the provisions of the foregoing paragraph and of
Section 9.
SECTION 13. 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 HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 14. Entire Agreement. This Agreement contains the entire
agreement and amends, restates and supersedes any prior agreement between the
parties relating to the subject matter hereof, and there are no other
representations, endorsements, promises, agreements or understandings, oral,
written or inferred, between the parties relating to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first set forth above.
[____________________]
By:____________________________________
Name:
Title:
[CHASE FUNDING, INC.]
[CHASE MANHATTAN ACCEPTANCE CORPORATION]
By:____________________________________
Name:
Title:
SCHEDULE I
Mortgage Loan Information
I-1
SCHEDULE II
II-1
EXHIBIT A
Forms of Mortgage Note
A-1
EXHIBIT B
Forms of Mortgage
B-1
