EXHIBIT 2.2
MORTGAGE LOAN CONTRIBUTION AGREEMENT
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MORTGAGE LOAN CONTRIBUTION AGREEMENT
BETWEEN
RESIDENTIAL ASSET FUNDING CORPORATION
AND
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1999-1
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MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1999-1
ASSET BACKED NOTES SERIES 1999-1, CLASS A-1 AND CLASS A-2
DATED AS OF JUNE 1, 1999
MORTGAGE LOAN CONTRIBUTION AGREEMENT
This MORTGAGE LOAN CONTRIBUTION AGREEMENT (this "Agreement"),
dated as of June 1, 1999, is made and entered into by and between RESIDENTIAL
ASSET FUNDING CORPORATION, a Delaware corporation (the "Depositor"), and
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1999-1 (the "Issuer"), a
Delaware business trust formed pursuant to a Deposit Trust Agreement, dated as
of June 1, 1999 (the "Deposit Trust Agreement"), among the Depositor, Wilmington
Trust Company, as Owner Trustee, Norwest Bank Minnesota, National Association,
as Trust Paying Agent and Mortgage Lenders Network USA, Inc., as Servicer.
RECITALS
On the terms and conditions hereinafter provided, the
Depositor intends to contribute and convey, and the Issuer intends to accept and
acquire, certain Mortgage Loans (hereinafter defined) which the Depositor
acquired from Mortgage Lenders Network USA, Inc. (the "Seller") pursuant to that
certain Mortgage Loan Sale Agreement, dated as of June 1, 1999 (the "Sale
Agreement"). The Issuer intends to pledge the Mortgage Loans to Norwest Bank
Minnesota, National Association, a national banking association, as trustee (in
such capacity, the "Indenture Trustee"), under an indenture, to be dated as of
June 1, 1999 (the "Indenture"), by and between the Issuer and the Indenture
Trustee, pursuant to which the Issuer's Asset Backed Notes, Series 1999-1 Class
A-1 and Class A-2 (the "Notes") will be issued. Pursuant to the Deposit Trust
Agreement, the Issuer will issue one or more certificates evidencing a 100%
beneficial interest in the Issuer (the "Certificates"). The Issuer will deliver
the net proceeds from the sale of the Notes and issue the Certificates to or
upon the order of the Depositor in consideration of the transfer of the Mortgage
Loans and the related rights thereunder and the rights pursuant to the Sale
Agreement (collectively, the "Consideration").
Capitalized terms used but not defined herein shall have the
meanings given such terms in the Indenture.
Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties hereto agree as follows:
SECTION 1. AGREEMENT TO CONTRIBUTE AND CONVEY. As and for the
Consideration and subject to the terms and conditions set forth herein, the
Depositor agrees to contribute and convey, and the Issuer agrees to accept and
acquire, all of the Depositor's right, title and interest in and to the fixed
rate and adjustable rate mortgage loans identified on the schedule (the
"Mortgage Loan Schedule") annexed hereto as Exhibit A (such loans, together with
all related rights, interests and obligations, are collectively referred to
herein as the "Mortgage Loans"). The Mortgage Loans will be divided into two
groups. Those Mortgage Loans in Group I (the "Group I Mortgage Loans") will
secure the Class A-1 Notes and those Mortgage Loans in Group II (the
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"Group II Mortgage Loans") will secure the Class A-2 Notes. The Mortgage Loan
Schedule will set forth as to each Mortgage Loan the items specified in the
definition of "Mortgage Loan Schedule" in the Indenture.
The aggregate of the principal balances of the Mortgage Loans
being contributed and conveyed pursuant to this Agreement as of the close of
business on the Cut-off Date, after application of all payments of principal
received in respect of such Mortgage Loans on or before the Cut-off Date (the
"Initial Mortgage Pool Balance"), is set forth on the Cross Receipt executed
concurrently herewith in the form of Exhibit B attached hereto (the "Cross
Receipt"). Simultaneously with and in consideration of the Depositor's
contribution and conveyance of the Mortgage Loans to the Issuer, the Issuer
shall cause the Notes to be issued and delivered and shall transfer the net
proceeds received from the sale of the Notes to be delivered to the Depositor
and the Issuer shall cause the Certificates to be issued to or upon the order of
the Depositor. The Depositor shall be deemed automatically and for all purposes
to have made a contribution to the capital of the Issuer (which contribution
shall be reflected in the value assigned to the certificates evidencing equity
interests in the Issuer) in an aggregate amount specified on the Cross Receipt.
The transfer and conveyance of the Mortgage Loans shall take place on June 4,
1999 or such other date as shall be mutually acceptable to the parties hereto
(the "Closing Date").
SECTION 2. CONVEYANCE OF MORTGAGE LOANS.
(a) Effective as of the Closing Date, subject only to delivery
of the Mortgage File (as defined in the Sale Agreement) for each Mortgage Loan
pursuant to subsection (c) below, the Depositor does hereby contribute, assign,
transfer and otherwise convey to the Issuer, without recourse, representation or
warranty (other than as expressly set forth in Section 3(a) hereof), and the
Issuer does hereby accept, assume and acquire, all of the Depositor's right,
title and interest in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, and the Issuer hereby assumes and agrees to perform and be bound by
each and all of the covenants, agreements, duties and obligations of the
Depositor arising under or relating to such Mortgage Loans.
(b) The Issuer and its assignees shall be entitled to receive
all payments of principal and interest due on or with respect to the Mortgage
Loans after the Cut-off Date, and all other recoveries of principal and interest
collected after the Cut-off Date (other than in respect of interest that accrued
on such Mortgage Loan during periods prior to the Cut-off Date), and each of the
rights of the Depositor pursuant to representations, warranties and indemnities
in favor of the Depositor contained in the Sale Agreement. All payments of
interest and principal due on or before the Cut-off Date, but collected after
the Cut-off Date, and recoveries of principal and interest collected on or
before the Cut-off Date (other than amounts representing interest that accrued
on the Mortgage Loans during any period on or after the Cut-off Date), shall
belong to, and be promptly remitted to the Seller.
(c) In connection with its contribution and conveyance of the
Mortgage Loans pursuant to subsection (a) above, the terms of the Sale Agreement
govern the
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delivery of the Mortgage Files to the Custodian, as the Issuer's designee, and
the Depositor assigns all of its rights under the Sale Agreement to the Issuer.
(d) In connection with its conveyance of the Mortgage Loans
pursuant to subsection (a) above, the Depositor shall deliver to the Issuer or
its designee in respect of such Mortgage Loans, on or before the Closing Date,
all amounts, if any, received on each Mortgage Loan after the applicable Cut-off
Date (other than amounts representing interest and principal due on or prior to
the applicable Cut-off Date) held by or on behalf of the Depositor.
(e) The Depositor shall, at any time upon the request of the
Issuer, without limiting the obligations of the Depositor under this Agreement,
execute, acknowledge and deliver all such additional documents and instruments
and all such further assurances and will do or cause to be done all such further
acts and things as may be proper or reasonably necessary to carry out the intent
of this Agreement.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
DEPOSITOR.
(a) The Depositor hereby represents and warrants to and
covenants with the Issuer, as of the date hereof, and shall be deemed to have
represented and warranted to and covenanted with the Issuer, as of the Closing
Date, that:
(i) the Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;
(ii) the execution and delivery of this Agreement by the
Depositor, the consummation of the transactions contemplated in this
Agreement by the Depositor and the performance and compliance with the
terms of this Agreement by the Depositor will not violate the
Depositor's certificate of incorporation or bylaws or constitute a
default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which
is applicable to it or any of its assets, or result in the imposition
of any lien, charge or encumbrance upon any of its assets pursuant to
any such agreement, and all board resolutions and consents of
shareholders necessary for the Depositor to enter into and consummate
all transactions contemplated by this Agreement have been obtained;
(iii) the Depositor has the full corporate power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered this Agreement;
(iv) this Agreement, assuming due authorization, execution and
delivery by the Issuer, constitutes a valid, legal and binding
obligation of the Depositor, enforceable against the Depositor in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and (B)
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general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(v) the Depositor is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any
law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation is likely to affect materially
and adversely either the ability of the Depositor to perform its
obligations under this Agreement or the financial condition of the
Depositor;
(vi) the assignment of the Mortgage Loans to the Issuer as
contemplated herein is not subject to any bulk transfer or similar law
in effect in any applicable jurisdiction;
(vii) no action, suit, proceeding or investigation is pending
or, to the best of the Depositor's knowledge, threatened against the
Depositor which, if determined adversely to the Depositor, would
prohibit the Depositor from entering into this Agreement or is likely
to materially and adversely affect either the ability of the Depositor
to perform its obligations under this Agreement or the financial
condition of the Depositor;
(viii) the Depositor has no knowledge of any recent adverse
financial condition or event with respect to itself that is likely to
materially and adversely affect its ability to perform its obligations
under this Agreement;
(ix) the Depositor has not failed to obtain any consent,
approval, authorization or order of, and has not failed to cause any
registration or qualification with, any court or regulatory authority
or other governmental body having jurisdiction over the Depositor,
which consent, approval, authorization, order, registration or
qualification is required for, and the absence of which would
materially and adversely affect, the legal and valid execution,
delivery and performance of this Agreement by the Depositor. No consent
or approval of any other person or entity is necessary for the
Depositor to transfer the Mortgage Loans to the Issuer as contemplated
herein, or, if any such consent or approval is necessary, such consent
or approval has previously been obtained;
(x) immediately prior to the transfer and assignment herein
contemplated, the Depositor held good, marketable and indefeasible
title to, and was the sole owner of, each Mortgage Loan conveyed by the
Depositor subject to no liens, charges, mortgages, encumbrances or
rights of others, except with respect to liens that will be released
simultaneously with such transfer and assignment; and immediately upon
the transfer and assignment herein contemplated, the Issuer will hold
good, marketable and indefeasible title to, and be the sole owner of,
each Mortgage Loan subject to no liens, charges, mortgages,
encumbrances or rights of others and the assignment of the Mortgage
Loans contemplated hereby is valid and effective.
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(b) The representations and warranties of the Seller with
respect to the Mortgage Loans set forth in Section 4(b) of and Exhibit B to the
Sale Agreement are hereby incorporated by reference in their entirety and are
assigned to the Issuer in lieu of any other representations and warranties of
the Depositor in respect of the Mortgage Loans. Nothing herein shall be deemed
to limit in any respect either the representations and warranties of the Seller
or the rights and remedies assigned by the Depositor to the Issuer against the
Seller on account of a breach thereof under the Sale Agreement.
(c) Except for the representations and warranties of the
Depositor in Section 3(a) hereof, the Depositor is contributing and conveying
the Mortgage Loans, without recourse to the Depositor and without
representations or warranties of any kind, express or implied, by the Depositor,
whether statutory or otherwise, including, without limitation, any warranties of
transfer, merchantability or fitness for a particular, or the Issuer's intended,
use or purposes.
SECTION 4. ASSIGNMENT OF RELATED RIGHTS AND REMEDIES.
(a) Effective as of the Closing Date, subject only to delivery
of the Mortgage File for each Mortgage Loan pursuant to Section 2(c) hereof, the
Depositor does hereby assign, transfer and otherwise convey to Issuer, without
recourse, representation or warranty (other than as expressly set forth in
Section 3(a) hereof), and the Issuer does hereby accept, assume and acquire, to
be held jointly and severally with the Depositor, all of the Depositor's rights
and remedies under the Sale Agreement and the Issuer hereby assumes and agrees
to perform and be bound by each and all of the covenants and agreements of the
Depositor arising under the Sale Agreement relating to such rights and remedies
and the exercise or enforcement thereof.
(b) Simultaneously with the exercise of any rights and
remedies or any notices given to the Seller by the Issuer under the Sale
Agreement, the Issuer shall give the Depositor and the Note Insurer notice
thereof, including, without limitation, copies of all notices given to the
Seller.
(c) This Section 4 provides the sole remedies available to the
Issuer, its successors and assignees, respecting any breach (i) of
representations and warranties with respect to the Mortgage Loans to which
reference is made in Section 3(c) or (ii) on the part of the Depositor under
Section 2(c) hereof.
SECTION 5. CLOSING. The closing of the conveyance of the
Mortgage Loans (the "Closing") shall be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m.,
Eastern time, on the Closing Date.
The Closing shall be subject to each of the following
conditions:
(a) All terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with and
the Depositor shall
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have the ability to comply with all terms and conditions and perform all duties
and obligations required to be complied with or performed after the Closing
Date.
(b) The Issuer shall have paid all costs and expenses payable
by it to the Depositor or otherwise pursuant to this Agreement.
Both parties shall use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Issuer to
acquire the Mortgage Loans on the Closing Date. Notwithstanding the foregoing,
satisfaction by the Depositor or Issuer of its respective obligations under the
foregoing provisions of this Section 5 shall not be conditions precedent to the
obligation of the Depositor or Issuer, respectively, to close the transactions
contemplated by this Agreement.
SECTION 6. SERVICING. As of the Cut-off Date, the Mortgage
Loans will be serviced by Mortgage Lenders Network USA (in such capacity, the
"Servicer") pursuant to the terms of a Servicing Agreement, to be dated as of
June 1, 1999 (the "Servicing Agreement"), by and among the Issuer, the Servicer
and the Indenture Trustee.
SECTION 7. GRANT OF A SECURITY INTEREST. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by the
Depositor to the Issuer as provided in Section 2(a) hereof be, and be construed
as, a complete and absolute transfer by the Depositor to the Issuer of all of
the Depositor's right, title and interest in and to the Mortgage Loans and not
as a pledge of the Mortgage Loans by the Depositor to the Issuer to secure a
debt or other obligation of the Depositor. However, if, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Depositor, then (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Issuer to secure a debt or other obligation of the Depositor, and (b) (i) this
Agreement shall also be deemed to be a security agreement within the meaning of
Article 9 of the New York Uniform Commercial Code; (ii) the conveyance provided
for in Section 2(a) hereof shall be deemed to be a grant by the Depositor to the
Issuer of a security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, and all amounts payable to the holder of
the Mortgage Loans in accordance with the terms thereof, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including, without limitation, all such amounts,
other than investment earnings from time to time held or invested pursuant to
and in accordance with the provisions of the Servicing Agreement or the
Indenture, as applicable, whether in the form of cash, instruments, securities
or other property; (iii) the subsequent pledge of the Mortgage Loans by the
Issuer to the Indenture Trustee as contemplated by the preamble hereto shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Depositor or the Issuer or any of their respective agents,
including, without limitation, the Indenture Trustee or its agent, of the notes
or other instruments evidencing the indebtedness of the mortgagors under the
related Mortgage Loans (the "Mortgage Notes") and such other items of property
relating to the Mortgage Loans as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" for purposes of perfecting the security interest pursuant to Section
9-305 of the New York Uniform Commercial
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Code; and (v) notifications to persons (other than the Indenture Trustee)
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the secured party for the purpose of
perfecting such security interest under applicable law. The Depositor and the
Issuer shall, to the extent consistent with this Agreement, take such actions as
may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement and the
Indenture.
SECTION 8. NOTICES. All communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if (a) personally delivered, (b) mailed by registered or certified mail,
postage prepaid and received by the addressee, (c) sent by express courier
delivery service and received by the addressee, or (d) transmitted by telex or
facsimile transmission (or any other type of electronic transmission agreed upon
by the parties) and confirmed by a writing delivered by any of the means
described in (a), (b) or (c), if to the Issuer, addressed to the Issuer in care
of Wilmington Trust Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust Administration;
Reference: Mortgage Lenders Network Home Equity Loan Trust 1999-1, facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇ (or to such other address as may hereafter be furnished to the
Depositor in writing by the Issuer), if to the Depositor, addressed to the
Depositor at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (or to such other address as may hereafter
be furnished to the Issuer in writing by the Depositor), and, if to the Note
Insurer, to MBIA Insurance Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Insured Portfolio Management - Structured Finance (IPMSF) (Mortgage
Lenders Network Home Equity Loan Trust 1999-1); facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (or to
such other address previously furnished in writing to the Depositor and Issuer).
SECTION 9. REPRESENTATIONS, WARRANTIES, INDEMNITIES AND
AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties, indemnities and
agreements contained in this Agreement, incorporated herein by reference or
contained in the certificates of officers of the Depositor submitted pursuant
hereto, shall remain operative and in full force and effect and shall survive
delivery of the Mortgage Loans by the Depositor to the Issuer.
SECTION 10. SEVERABILITY OF PROVISIONS. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable
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such provision in any other jurisdiction. To the extent permitted by applicable
law, the parties hereto waive any provision of law which prohibits or renders
void or unenforceable any provision hereof.
SECTION 11. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but which
together shall constitute one and the same agreement.
SECTION 12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 13. FURTHER ASSURANCES. The Depositor and the Issuer
shall execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 14. SUCCESSORS AND ASSIGNS. The rights and obligations
of the Depositor under this Agreement shall not be assigned by the Depositor
without the prior written consent of the Issuer, except as provided in Section
15 hereof. The Issuer shall assign all of its right, title and interest herein
to the Indenture Trustee for the benefit of the Noteholders and the Note
Insurer, to which the Depositor hereby expressly consents. The Depositor agrees
to perform its obligations hereunder for the benefit of the Issuer, the Note
Insurer and the Noteholders and that the Indenture Trustee may enforce the
provisions of this Agreement, exercise the rights of the Issuer and enforce the
obligations of the Depositor hereunder without the consent of the Issuer.
SECTION 15. MERGER, CONSOLIDATION, ETC. The Depositor may be
merged or consolidated with or into any person or entity, or transfer all or
substantially all of its assets to any person or entity; PROVIDED that the
person or entity resulting from any merger or consolidation to which the
Depositor shall be a party, or the person or entity which is the Issuer of all
or substantially all of the assets of the Depositor, shall be the successor to
the Depositor hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto.
SECTION 16. AMENDMENTS. This Agreement may be amended from
time to time by the parties hereto, with the consent of the Note Insurer, to
cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to add any other provision with
respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement or the Trust Agreement, the
Indenture and the Servicing Agreement; PROVIDED, HOWEVER, that such action shall
not, as evidenced by an Opinion of Counsel to the Issuer delivered to the
Indenture Trustee and the Note Insurer, adversely affect in any material respect
the interests of the Indenture Trustee on behalf of the Noteholders.
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SECTION 17. WAIVERS. No failure or delay on the part of the
Issuer or its assignees in exercising any power, right or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.
SECTION 18. THIRD PARTY BENEFICIARIES. The Note Insurer is an
intended third-party beneficiary of this Agreement, and this Agreement shall be
binding upon and inure to the benefit of the Note Insurer; PROVIDED that,
notwithstanding the foregoing, for so long as a Note Insurer Default is
continuing with respect to its obligations under the Note Insurance Policy, the
Noteholders shall succeed to the Note Insurer's rights hereunder. Without
limiting the generality of the foregoing, all covenants and agreements in this
Agreement that expressly confer rights upon the Note Insurer shall be for the
benefit of and run directly to the Note Insurer, and the Note Insurer shall be
entitled to rely on and enforce such covenants to the same extent as if it were
a party to this Agreement.
SECTION 19. LIMITATION OF LIABILITY. It is expressly
understood and agreed by the parties hereto that (a) this Agreement is executed
and delivered by Wilmington Trust Company, not individually or personally but
solely as Owner Trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust Company, individually or personally, to perform
any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement or any other related documents.
*****
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IN WITNESS WHEREOF, the Depositor and the Issuer have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.
RESIDENTIAL ASSET FUNDING CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
MORTGAGE LENDERS NETWORK HOME EQUITY
LOAN TRUST 1999-1, a Delaware business trust
By: Wilmington Trust Company, not in its
individual capacity, but solely as Owner
Trustee of the Issuer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
[Signature Page to Mortgage Loan Contribution Agreement]
EXHIBIT A
MORTGAGE LOAN SCHEDULE
EXHIBIT B
CROSS RECEIPT
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1999-1
ASSET BACKED NOTES SERIES 1999-1, CLASS A-1 AND CLASS A-2
CROSS RECEIPT BETWEEN RESIDENTIAL ASSET FUNDING CORPORATION AND
MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 1999-1
ACKNOWLEDGING RECEIPT OF MORTGAGE NOTES
Reference is made to that certain Mortgage Loan Contribution
Agreement, between Residential Asset Funding Corporation (the "Depositor") and
Mortgage Lenders Network Home Equity Loan Trust 1999-1 (the "Issuer"), dated as
of June 1, 1999 (the "Mortgage Loan Contribution Agreement"). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Mortgage Loan Contribution Agreement.
The Issuer hereby acknowledges receipt from the Depositor of
the Mortgage Notes relating to the Mortgage Loans identified on the Mortgage
Loan Schedule annexed as Exhibit A to the Mortgage Loan Contribution Agreement
(the "Mortgage Loans"). The Group I Mortgage Loans have an Initial Pool Balance
of $100,538,000 and the Group II Mortgage Loans have an Initial Pool Balance of
$44,572,000.
MORTGAGE LENDERS NETWORK
HOME EQUITY LOAN TRUST 1999-1
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee of the Issuer
By:
------------------------------------
Authorized Signatory
The Depositor hereby acknowledges receipt of the Consideration
for the contribution of the Mortgage Loans by the Depositor to the Issuer as
specified in the Mortgage Loan Contribution Agreement. The Consideration
consists of (a) $________, in immediately available funds, representing the
aggregate net proceeds from the sale of the Notes delivered to the Underwriters
pursuant to the Underwriting Agreement, and (b) a Certificate, delivered to MLN
Depository Corp., a Delaware corporation, representing a 100% beneficial
interest in the Issuer.
RESIDENTIAL ASSET FUNDING CORPORATION
By:
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Name:
Title:
Dated: June ___, 1999