Common use of Conditions of Depositor's Obligations Clause in Contracts

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a party, and the Depositor shall have received certificates to the effect of the foregoing, each signed by an authorized officer of the Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printed, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) regarding certain numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by the Depositor relating to the Home Equity Loans. (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan Schedule; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliates; (iii) an officer's certificate of an officer of the Seller, dated as of the Closing Date in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's, and "Aaa" by Xxxxx'x; (ix) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A Certificates; (x) a letter from Standard & Poor's that it has assigned a rating of "AAA" to the Class A Certificates; (xi) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (e) The Certificate Insurance Policies shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereof. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller and the Originators under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the SellerUnaffiliated Seller and the Originators. (b) The Depositor shall have received (i) a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Deloitte & Touche LLP, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement Supplement, including, but not limited to, the information under the captions "Prepayment and (b) Yield Considerations" and "The Mortgage Loan Pool" regarding any numerical information in any marketing materials relating to certain agreed upon procedures the Certificates and regarding any other information as reasonably requested by the Depositor relating to and (ii) a letter dated the Home Equity Loans. (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion. (d) The Depositor shall have received the following additional closing documentsdate of this Agreement, in form and substance satisfactory acceptable to the Depositor and its counsel: (i) the Home Equity Loan Schedule; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement and all documents required thereunder, duly executed and delivered prepared by each of the parties thereto other than the Depositor and its affiliates; (iii) an officer's certificate of an officer of the Seller, dated as of the Closing Date in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vi) an opinion of Stroock & Stroock & Xxxxx BDO Xxxxxxx LLP, special counsel to independent certified public accountants, regarding the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's, and "Aaa" by Xxxxx'x; (ix) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A Certificates; (x) a letter from Standard & Poor's that it has assigned a rating of "AAA" to the Class A Certificates; (xi) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (e) The Certificate Insurance Policies shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof numerical information contained in the Prospectus Supplement as of under the date thereof. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) caption "The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer DateOriginators, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to Seller and the Seller, Marshall, Hill, Cassas Servicer -- Delinquency and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer AgreementLoan Loss Experience."

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller Originators required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller Originators under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the SellerOriginators. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Deloitte & Touche LLP, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement including, but not limited to the information under the captions "_____________" and (b) "_________" regarding any numerical information in any marketing materials relating to certain agreed upon procedures the Notes and regarding any other information as reasonably requested by the Depositor relating to the Home Equity LoansDepositor. (c) The Initial Home Equity Mortgage Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor'sDepositor, in their its sole reasonable discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance reasonably satisfactory to the Depositor and its counsel: (i) the Home Equity Mortgage Loan Schedule; (ii) this Agreement, the Pooling Sale and Servicing Agreement Agreement, the Indenture, the Trust Agreement, and the Underwriting Agreement dated as of _____ between the Depositor, the Originators, the Sponsor and _________ and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate certificates of an officer of each of the SellerOriginators, dated as of the Closing Date in the form of Exhibit B heretoDate, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Sellerlaws; (iv) an opinion copy of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel each of the Seller or such other counsel reasonably acceptable to the Depositor Originators charter and counsel for the Depositorall amendments, dated the Closing Daterevisions, opining as to matters set forth in Exhibit C heretoand supplements thereof, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matterscertified by a secretary of each entity; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated Originators and the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in a form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's the Note Insurer, S&P and Xxxxx'x (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vi) opinions of counsel for the Originators, in forms acceptable to the Depositor, its counsel, the Note Insurer, S&P and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates Notes of "AAA" by Standard & Poor'sS&P, and "Aaa" by Xxxxx'xXxxxx'x (it being agreed that such opinions shall expressly provide that the Indenture Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A CertificatesNotes; (xviii) a letter from Standard & Poor's S&P that it has assigned a rating of "AAA" to the Class A CertificatesNotes; (ix) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Depositor, its counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed that the opinion shall expressly provide that the Originators shall be entitled to rely on the opinion); (x) an opinion of counsel for the Owner Trustee in form and substance acceptable to the Depositor, its counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed that the opinion shall expressly provide that the Originators shall be entitled to rely on the opinion); (xi) an opinion or opinions of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G heretoServicer, in form and substance reasonably acceptable to the Depositor, its counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed that the opinion shall expressly provide that the Originators shall be entitled to rely on the opinion); and (xii) an opinion or opinions of counsel for the Note Insurer, in each case in form and substance acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; S&P (xii) an officer's certificate of an officer of it being agreed that the Trustee, dated as of opinion shall expressly provide that the Closing Date, reasonably satisfactory in form and substance Originators shall be entitled to rely on the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor;opinion). (e) The Certificate Note Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofNotes. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller Originators shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction satisfaction, on the Closing Date Date, of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller and HomeGold Financial under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Ernst & Young, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by under the Depositor relating to the Home Equity Loanscaption "The Mortgage Pool." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion[This subsection is reserved.] (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan ScheduleSchedule of Mortgage Loans; (ii) the Pooling Sale and Servicing Agreement and the Underwriting Agreement Agreement, dated May 19, 1999, among the Depositor, the Trust and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Unaffiliated Seller and a copy of the charter and by-laws of the Unaffiliated Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Unaffiliated Seller's and HomeGold Financial's charter and all amendments, revisions, and supplements thereof, certified as of a recent date by the Depositor Secretary of State of the State of Delaware and counsel for the DepositorState of South Carolina, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrespectively; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Unaffiliated Seller and substance to the Depositor and counsel for the Depositor HomeGold Financial as to various corporate mattersmatters (it being agreed that the opinion shall expressly provide that the Trust and Indenture Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorUnaffiliated Seller, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. as to such matters as shall be required for the assignment of a rating to the Class A Certificates Notes of "AAA" by Standard & Poor's's Ratings Group, and "Aaa" by Xxxxx'xXxxxx'x Investors Service, Inc. (it being agreed that such opinions shall expressly provide that the Trust and the Indenture Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Investors Service, Inc. that it has assigned a rating of "Aaa" to the Class A CertificatesNotes; (xviii) a letter from Standard & Poor's Ratings Group that it has assigned a rating of "AAA" to the Class A CertificatesNotes; (ix) an opinion of counsel of the Trust in form and substance acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Group (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (x) an opinion of counsel of the Owner Trustee in form and substance acceptable to the Depositor, its counsel, Xxxxx'x Investor Service, Inc. and Standard and Poor's Ratings Group; (xi) an opinion of counsel for the Indenture Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's's Ratings Group; (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's; 's Ratings Group (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Unaffiliated Seller shall be entitled to rely on the Depositor and counsel for the Depositor;opinion). (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofNotes. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Unaffiliated Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The ------------------------------------- obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party Pooling and Servicing Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Unaffiliated Seller under this Agreement and the other Operative Documents to which it is a party Pooling and Servicing Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyPooling and Servicing Agreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance reasonably acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) & Co., independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement under the captions "Prepayment and (b) relating to certain agreed upon procedures as requested by Yield Considerations" and "Description of the Depositor relating to the Home Equity Mortgage Loans." (c) The Initial Home Equity Mortgage Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan Schedule; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliates; (iii) an officer's certificate of an officer of the Seller, dated as of the Closing Date in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's, and "Aaa" by Xxxxx'x; (ix) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A Certificates; (x) a letter from Standard & Poor's that it has assigned a rating of "AAA" to the Class A Certificates; (xi) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (e) The Certificate Insurance Policies shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofsole discretion. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Coopers & Xxxxxxx, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by the Depositor relating to the Home Equity LoansSupplement. (c) The Initial Home Equity Mortgage Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor'sDepositor, in their its sole discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Mortgage Loan ScheduleSchedule and an executed receipt acknowledging delivery of the Mortgage Loans to the Trustee; (ii) the Pooling and Servicing Agreement dated as of December 6, 1995 and the Underwriting Agreement dated as of December 1, 1995 between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Seller and a copy of the charter and by-laws of the Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Seller's charter and all amendments, revisions, and supplements thereof, certified by the Depositor and counsel for Secretary of the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersSeller; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor Seller as to various corporate mattersmatters substantially in the form attached hereto as Exhibit C (it being agreed that the opinion shall expressly provide that the Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorSeller, in forms reasonably acceptable to the Depositor, its counsel, Standard & PoorS&P and Moody's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" AAA by Standard & Poor'sS&P's Ratings Services and Aaa by Xxxxx'x Investors Service, and "Aaa" by Xxxxx'xInc. (it being agreed that such opinions shall expressly provide that the Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Moody's that it has assigned a rating of "Aaa" Aaa to the Class A Certificates; (xviii) a letter from Standard & Poor's S&P that it has assigned a rating of "AAA" AAA to the Class A Certificates; (xiix) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Moody's and Standard & Poor'sS&P (it being agreed that the opinion shall expressly provide that the Seller shall be entitled to rely on the opinion); (xiix) an officer's certificate opinion or opinions of an officer of counsel for the TrusteeServicer, dated as of the Closing Date, reasonably satisfactory in form and substance acceptable to the Depositor Depositor, its counsel, Moody's and counsel for S&P (it being agreed that the Depositoropinion shall expressly provide that the Seller shall be entitled to rely on the opinion); (xiiixi) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Moody's and Standard & Poor's;S&P (it being agreed that the opinion shall expressly provide that the Seller shall be entitled to rely on the opinion); and (xivxii) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor;[Reserved]. (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofCertificates. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date and on each Subsequent Transfer Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller Transferor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller Transferor under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a party, and the Depositor shall have received certificates to the effect of the foregoing, each signed by an authorized officer of the SellerAgreement. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printed, in form and substance Mortgage Loans will be acceptable to the Depositor Depositor, in its reasonable discretion and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) regarding certain numerical the parties shall have agreed to the information contained or incorporated by reference to be disclosed in the Prospectus Supplement and (b) relating pursuant to certain agreed upon procedures as requested by the Depositor relating to the Home Equity LoansSection 2.09. (c) The Initial Home Equity Loans will be acceptable Indenture Trustee shall have delivered a receipt for the Mortgage Notes pursuant to the Certificate Insurer, Xxxxx'x Sale and Standard & Poor's, in their sole discretionServicing Agreement. (d) The Depositor shall have received the following additional closing documents, Mortgage Loan Schedule and an executed receipt acknowledging the delivery of consideration in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan Schedule; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliates; (iii) an officer's certificate of an officer of the Seller, dated as of the Closing Date in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel exchange for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's, and "Aaa" by Xxxxx'x; (ix) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A Certificates; (x) a letter from Standard & Poor's that it has assigned a rating of "AAA" to the Class A Certificates; (xi) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor;Mortgage Loans. (e) The Certificate Insurance Policies shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereof. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller Transferor shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date and on each Subsequent Transfer Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller required to be performed by it on or prior to the Closing Date or such Subsequent Transfer Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date or such Subsequent Transfer Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Coopers & Xxxxxxx, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by the Depositor relating to the Home Equity LoansSupplement. (c) The Initial Home Equity Mortgage Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor'sDepositor, in their its sole discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Mortgage Loan ScheduleSchedule and an executed receipt acknowledging delivery of the Mortgage Loans to the Trustee; (ii) the Pooling and Servicing Agreement dated as of October 1, 1996 and the Underwriting Agreement dated as of October 8, 1996 between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Seller and a copy of the charter and by-laws of the Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Seller's charter and all amendments, revisions, and supplements thereof, certified by the Depositor and counsel for Secretary of the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersSeller; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor Seller as to various corporate mattersmatters substantially in the form attached hereto as Exhibit C (it being agreed that the opinion shall expressly provide that the Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorSeller, in forms reasonably acceptable to the Depositor, its counsel, Standard & PoorS&P and Moody's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" AAA by Standard & Poor'sS&P's Ratings Services and Aaa by Xxxxx'x Investors Service, and "Aaa" by Xxxxx'xInc. (it being agreed that such opinions shall expressly provide that the Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Moody's that it has assigned a rating of "Aaa" Aaa to the Class A Certificates; (xviii) a letter from Standard & Poor's S&P that it has assigned a rating of "AAA" AAA to the Class A Certificates; (xiix) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Moody's and Standard & Poor'sS&P (it being agreed that the opinion shall expressly provide that the Seller shall be entitled to rely on the opinion); (xiix) an officer's certificate opinion or opinions of an officer of counsel for the TrusteeServicer, dated as of the Closing Date, reasonably satisfactory in form and substance acceptable to the Depositor Depositor, its counsel, Moody's and counsel for S&P (it being agreed that the Depositor;opinion shall expressly provide that the Seller shall be entitled to rely on the opinion); and (xiiixi) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Moody's and Standard & Poor's; S&P (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Seller shall be entitled to rely on the Depositor and counsel for the Depositoropinion); (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofCertificates. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction satisfaction, on the Closing Date Date, of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller and Emergent Group under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Ernst & Young, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by under the Depositor relating to the Home Equity Loanscaption "The Mortgage Pool." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion[This subsection is reserved.] (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan ScheduleSchedule of Mortgage Loans; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement Agreement, dated as of March 16, 1998, between the Depositor and the Underwriters named therein and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Unaffiliated Seller and a copy of the charter and by-laws of the Unaffiliated Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Unaffiliated Seller's and Emergent Group's charter and all amendments, revisions, and supplements thereof, certified as of a recent date by the Depositor Secretary of State of the State of Delaware and counsel for the DepositorState of South Carolina, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrespectively; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Unaffiliated Seller and substance to the Depositor and counsel for the Depositor Emergent Group as to various corporate mattersmatters (it being agreed that the opinion shall expressly provide that the Trustee and the Trust Administrator shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorUnaffiliated Seller, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's's Ratings Group, and "Aaa" by Xxxxx'xXxxxx'x Investors Service, Inc. (it being agreed that such opinions shall expressly provide that the Trustee and the Trust Administrator shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Investors Service, Inc. that it has assigned a rating of "Aaa" to the Class A Certificates; (xviii) a letter from Standard & Poor's Ratings Group that it has assigned a rating of "AAA" to the Class A Certificates; (xiix) an opinion of counsel for the Trustee dated and the Closing Date, opining as to matters set forth in Exhibit G hereto, Trust Administrator in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's;'s Ratings Group (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); and (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiiix) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's; 's Ratings Group (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Unaffiliated Seller shall be entitled to rely on the Depositor and counsel for the Depositor;opinion). (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofCertificates. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Unaffiliated Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans and Additional Mortgage Loans will be subject to the satisfaction satisfaction, on the Closing Date Date, of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller Sponsor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement Agreement, of Originator and Contributor required to be performed prior to the Closing Date pursuant to the terms of the Originator/Contributor Contribution Agreement, and of Contributor and the other Operative Documents Sponsor required to which it is a party be performed prior to the Closing Date pursuant to the terms of the Contributor/Sponsor Contribution and Assignment Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller Sponsor and Emergent Group under this Agreement and the other Operative Documents to which it is a party of Originator and Contributor under their respective agreements shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyContribution Agreements, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the SellerSponsor. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Ernst & Young, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by under the Depositor relating to the Home Equity Loanscaption "The Mortgage Pool." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion[This subsection is reserved.] (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan ScheduleSchedule of Mortgage Loans; (ii) the Pooling Sale and Servicing Agreement Agreement, the Indenture and the Underwriting Agreement Agreement, dated December 4, 1997, among the Depositor, the Trust and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Sponsor and a copy of the charter and by-laws of the SellerSponsor; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Sponsor's and Emergent Group's charter and all amendments, revisions, and supplements thereof, certified as of a recent date by the Depositor Secretary of State of the State of Delaware and counsel for the DepositorState of South Carolina, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrespectively; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Sponsor and substance to the Depositor and counsel for the Depositor Emergent Group as to various corporate mattersmatters (it being agreed that the opinion shall expressly provide that the Trust and the Indenture Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorSponsor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. as to such matters as shall be required for the assignment of a rating to the Class A Certificates Notes of "AAA" by Standard & Poor's's Ratings Group, and "Aaa" by Xxxxx'xXxxxx'x Investors Service, Inc. (it being agreed that such opinions shall expressly provide that the Trust and the Indenture Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Investors Service, Inc. that it has assigned a rating of "Aaa" to the Class A CertificatesNotes; (xviii) a letter from Standard & Poor's Ratings Group that it has assigned a rating of "AAA" to the Class A CertificatesNotes; (ix) an opinion of counsel of the Trust in form and substance acceptable to the Depositor, its counsel, Xxxxx'x Investor Service, Inc. and Standard and Poor's Ratings Group (it being agreed that the opinion shall expressly provide that the Sponsor shall be entitled to rely on the opinion) (x) an opinion of counsel of the Owner Trustee in form and substance acceptable to the Depositor, its counsel, Xxxxx'x Investor Service, Inc. and Standard and Poor's Ratings Group (it being agreed that the opinion shall expressly provide that the Sponsor shall be entitled to rely on the opinion) (xi) an opinion of counsel for the Indenture Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's's Ratings Group (it being agreed that the opinion shall expressly provide that the Sponsor shall be entitled to rely on the opinion); (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's; 's Ratings Group (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Sponsor shall be entitled to rely on the Depositor and counsel for the Depositor;opinion); and (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofNotes. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller Sponsor shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor Trust to purchase the Mortgage Loans and the Initial Home Equity Loans Purchaser to purchase the Notes will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller Originators and the Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller Depositor and the Originators under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor Initial Purchaser shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of each of the SellerDepositor and the Originators. In addition, with respect to each Closing Date, each Mortgage Loan to be conveyed to the Trust on such Closing Date shall be determined by the Initial Purchaser, in its sole discretion, to be securitizable. (b) The Depositor All fees and expenses set forth in Section 5.03 shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printed, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) regarding certain numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested been paid by the Depositor relating to Originators and/or the Home Equity LoansDepositor. (c) The Initial Home Equity Mortgage Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor'sInitial Purchaser, in their its sole reasonable discretion. (d) The Depositor Initial Purchaser shall have received the following additional closing documents, in form and substance reasonably satisfactory to the Depositor Initial Purchaser and its counsel: (i) the Home Equity Mortgage Loan Schedule; (ii) this Agreement, the Pooling and Servicing Agreement Indenture, the Trust Agreement, and the Underwriting Purchase Agreement dated as of March 29, 2000 between the Depositor and Prudential Securities Credit Corp., LLC and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesthereto; (iii) an officer's certificate certificates of an officer of each of the SellerOriginators and the Depositor, dated as of the Closing Date in the form of Exhibit B heretoDate, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Sellerlaws; (iv) an opinion copy of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel each of the Seller or such other counsel reasonably acceptable to the Depositor Originators and counsel for the Depositor's charter and all amendments, dated the Closing Daterevisions, opining as to matters set forth in Exhibit C heretoand supplements thereof, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matterscertified by a secretary of each entity; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Originators and substance to the Depositor and counsel for the Depositor as to various corporate mattersmatters in a form acceptable to the Initial Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vi) an opinion opinions of Stroock & Stroock & Xxxxx LLPcounsel for the Originators and the Depositor relating to certain bankruptcy matters, special counsel to the Seller or such other counsel reasonably in forms acceptable to the Depositor Initial Purchaser and its counsel for (it being agreed that such opinions shall expressly provide that the Depositor, dated the Closing Date, opining as Indenture Trustee shall be entitled to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrely on such opinions); (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory Indenture Trustee in form and substance acceptable to the Initial Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor as shall be entitled to various corporate mattersrely on the opinion); (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's, and "Aaa" by Xxxxx'x; (ix) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A Certificates; (x) a letter from Standard & Poor's that it has assigned a rating of "AAA" to the Class A Certificates; (xi) an opinion of counsel for the Owner Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, Initial Purchaser and its counsel, Xxxxx'x counsel (it being agreed that the opinion shall expressly provide that the Originators and Standard & Poor'sthe Depositor shall be entitled to rely on the opinion); (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiiiix) an opinion or opinions of counsel for the Certificate Insurer dated the Closing DateServicer, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, Initial Purchaser and its counsel, Xxxxx'x counsel (it being agreed that the opinion shall expressly provide that the Originators and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for shall be entitled to rely on the Depositor;opinion); and (e) The Certificate Insurance Policies shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereof. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor Initial Purchaser and its counsel. (gf) The Seller Originators and the Depositor shall have furnished the Depositor Initial Purchaser with such other certificates of its officers or others and such other documents or opinions as the Depositor Initial Purchaser or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) [KPMG Peat Marwick], independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement under the captions "Prepayment and (b) relating to certain agreed upon procedures as requested by Yield Considerations" and "Description of the Depositor relating to the Home Equity Mortgage Loans." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Mortgage Loan Schedule; (ii) the Pooling and Servicing Agreement dated as of [ ] and the Underwriting Agreement dated as of [ ] between the Depositor and [ ] and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate certificates of an officer of the Seller, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Sellerlaws; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to the Depositor Seller's charter and counsel for the Depositorall amendments, dated the Closing Daterevisions, opining as to matters set forth in Exhibit C heretoand supplements thereof, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matterscertified by a secretary of each entity; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor Seller as to various corporate matters; matters substantially in the form attached hereto as Exhibit C (vi) an it being agreed that the opinion of Stroock & Stroock & Xxxxx LLP, special counsel to shall expressly provide that the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's and Xxxxx'x as to such matters as Trustee shall be required for the assignment of a rating entitled to the Class A Certificates of "AAA" by Standard & Poor's, and "Aaa" by Xxxxx'x; (ix) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A Certificates; (x) a letter from Standard & Poor's that it has assigned a rating of "AAA" to the Class A Certificates; (xi) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (e) The Certificate Insurance Policies shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereof. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel rely on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.opinion);

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans and Additional Mortgage Loans will be subject to the satisfaction satisfaction, on the Closing Date Date, of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller and Emergent Group under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Ernst & Young, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by under the Depositor relating to the Home Equity Loanscaption "The Mortgage Pool." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion[This subsection is reserved.] (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan ScheduleSchedule of Mortgage Loans; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement Agreement, dated as of August 28, 1997, between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Unaffiliated Seller and a copy of the charter and by-laws of the Unaffiliated Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Unaffiliated Seller's and Emergent Group's charter and all amendments, revisions, and supplements thereof, certified as of a recent date by the Depositor Secretary of State of the State of Delaware and counsel for the DepositorState of South Carolina, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrespectively; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Unaffiliated Seller and substance to the Depositor and counsel for the Depositor Emergent Group as to various corporate mattersmatters (it being agreed that the opinion shall expressly provide that the Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorUnaffiliated Seller, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's's Ratings Group, and "Aaa" by Xxxxx'xXxxxx'x Investors Service, Inc. (it being agreed that such opinions shall expressly provide that the Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Investors Service, Inc. that it has assigned a rating of "Aaa" to the Class A Certificates; (xviii) a letter from Standard & Poor's Ratings Group that it has assigned a rating of "AAA" to the Class A Certificates; (xiix) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's's Ratings Group (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiiix) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's; 's Ratings Group (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Unaffiliated Seller shall be entitled to rely on the Depositor and counsel for the Depositor;opinion); and (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofCertificates. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Unaffiliated Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction satisfaction, on the Closing Date Date, of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller and Emergent Group under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Ernst & Young, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by under the Depositor relating to the Home Equity Loanscaption "The Mortgage Pool." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion[This subsection is reserved.] (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan ScheduleSchedule of Mortgage Loans; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement dated as of March 21, 1997 between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Unaffiliated Seller and a copy of the charter and by-laws of the Unaffiliated Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Unaffiliated Seller's and Emergent Group's charter and all amendments, revisions, and supplements thereof, certified as of a recent date by the Depositor Secretary of State of the State of Delaware and counsel for the DepositorState of South Carolina, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrespectively; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Unaffiliated Seller and substance to the Depositor and counsel for the Depositor Emergent Group as to various corporate mattersmatters (it being agreed that the opinion shall expressly provide that the Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorUnaffiliated Seller, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's's Ratings Group, and "Aaa" by Xxxxx'xXxxxx'x Investors Service, Inc. (it being agreed that such opinions shall expressly provide that the Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Investors Service, Inc. that it has assigned a rating of "Aaa" to the Class A Certificates; (xviii) a letter from Standard & Poor's Ratings Group that it has assigned a rating of "AAA" to the Class A Certificates; (xiix) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's's Ratings Group (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiiix) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's; 's Ratings Group (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Unaffiliated Seller shall be entitled to rely on the Depositor and counsel for the Depositor;opinion); and (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofCertificates. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Unaffiliated Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction satisfaction, on the Closing Date Date, of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller and Emergent Group under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Ernst & Young, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement and (b) relating to certain agreed upon procedures as requested by under the Depositor relating to the Home Equity Loanscaption "The Mortgage Pool." (c) The Initial Home Equity Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor's, in their sole discretion[This subsection is reserved.] (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Home Equity Loan ScheduleSchedule of Mortgage Loans; (ii) the Pooling and Servicing Agreement and the Underwriting Agreement dated as of June 1, 1997 between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate of an officer of the Sellercertificate, dated as of the Closing Date Date, in the form of Exhibit B hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors of the Unaffiliated Seller and a copy of the charter and by-laws of the Unaffiliated Seller; (iv) an opinion of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel copy of the Seller or such other counsel reasonably acceptable to Unaffiliated Seller's and Emergent Group's charter and all amendments, revisions, and supplements thereof, certified as of a recent date by the Depositor Secretary of State of the State of Delaware and counsel for the DepositorState of South Carolina, dated the Closing Date, opining as to matters set forth in Exhibit C hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate mattersrespectively; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form Unaffiliated Seller and substance to the Depositor and counsel for the Depositor Emergent Group as to various corporate mattersmatters (it being agreed that the opinion shall expressly provide that the Trustee shall be entitled to rely on the opinion); (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and DepositorUnaffiliated Seller, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. as to such matters as shall be required for the assignment of a rating to the Class A Certificates of "AAA" by Standard & Poor's's Ratings Group, and "Aaa" by Xxxxx'xXxxxx'x Investors Service, Inc. (it being agreed that such opinions shall expressly provide that the Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x Investors Service, Inc. that it has assigned a rating of "Aaa" to the Class A Certificates; (xviii) a letter from Standard & Poor's Ratings Group that it has assigned a rating of "AAA" to the Class A Certificates; (xiix) an opinion of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G hereto, in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's's Ratings Group (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (xii) an officer's certificate of an officer of the Trustee, dated as of the Closing Date, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor; (xiiix) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H heretoInsurer, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x Investors Service, Inc. and Standard & Poor's; 's Ratings Group (xiv) an officer's certificate of an Authorized Officer of it being agreed that the Certificate Insurer, dated as of opinion shall expressly provide that the Closing Date reasonably satisfactory in form and substance Unaffiliated Seller shall be entitled to rely on the Depositor and counsel for the Depositor;opinion); and (e) The Certificate Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereof. (f) All proceedings in connection with the transactions Certificates. contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.

Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Initial Home Equity Mortgage Loans will be subject to the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Initial Home Equity Mortgage Loans, such conditions shall be deemed satisfied or waived; provided, however, that no such waiver shall affect the survival of representations and warranties and the obligations of the Seller with respect thereto as provided in Section 3.04 hereof and Section 6.04 hereof. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement and the other Operative Documents to which it is a party shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller under this Agreement and the other Operative Documents to which it is a party shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the other Operative Documents to which either is a partyAgreement, and the Depositor shall have received certificates a certificate to the effect of the foregoing, each foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated on or before the date on which the Prospectus Supplement is dated and printedof this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Xxxxxx Xxxxxxxx LLP (a) Deloitte & Touche LLP, independent certified public accountants, regarding certain the numerical information contained or incorporated by reference in the Prospectus Supplement under the captions "Prepayment and (b) relating to certain agreed upon procedures as requested by the Depositor relating to the Home Equity LoansYield Considerations" and "The Mortgage Loan Pools." (c) The Initial Home Equity Mortgage Loans will be acceptable to the Certificate Insurer, Xxxxx'x and Standard & Poor'sDepositor, in their its sole reasonable discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance reasonably satisfactory to the Depositor and its counsel: (i) the Home Equity Mortgage Loan Schedule; (ii) this Agreement, the Pooling Sale and Servicing Agreement Agreement, the Indenture, the Trust Agreement, and the Underwriting Agreement dated as of October 16, 1998 between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor and its affiliatesDepositor; (iii) an officer's certificate certificates of an officer of each of the Originators and the Unaffiliated Seller, dated as of the Closing Date in the form of Exhibit B heretoDate, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor and attached thereto resolutions of the board of directors and a copy of the charter and by-laws of the Sellerlaws; (iv) an opinion copy of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel each of the Seller or such other counsel reasonably acceptable to Originators and the Depositor Unaffiliated Seller's charter and counsel for the Depositorall amendments, dated the Closing Daterevisions, opining as to matters set forth in Exhibit C heretoand supplements thereof, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor as to various corporate matterscertified by a secretary of each entity; (v) an opinion of Marshall, Hill, Cassas and deLipkau, counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated Originators and the Closing Date, opining as to matters set forth in Exhibit D hereto, reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor Unaffiliated Seller as to various corporate matters; (vi) an opinion of Stroock & Stroock & Xxxxx LLP, special counsel to the Seller or such other counsel reasonably acceptable to the Depositor and counsel for the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit E hereto, reasonably satisfactory in a form and substance to the Depositor and counsel for the Depositor as to various corporate matters; (vii) an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel for the Depositor or such other counsel reasonably acceptable to the Depositor, dated the Closing Date, opining as to matters set forth in Exhibit F hereto reasonably satisfactory in form and substance to the Depositor as to various corporate matters; (viii) opinions of counsel for the Seller and Depositor, in forms reasonably acceptable to the Depositor, its counsel, Standard & Poor's the Note Insurer, S&P and Xxxxx'x (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vi) opinions of counsel for the Unaffiliated Seller, in forms acceptable to the Depositor, its counsel, the Note Insurer, S&P and Xxxxx'x as to such matters as shall be required for the assignment of a rating to the Class A Certificates Notes of "AAA" by Standard & Poor'sS&P, and "Aaa" by Xxxxx'xXxxxx'x (it being agreed that such opinions shall expressly provide that the Indenture Trustee shall be entitled to rely on such opinions); (ixvii) a letter from Xxxxx'x that it has assigned a rating of "Aaa" to the Class A CertificatesNotes; (xviii) a letter from Standard & Poor's S&P that it has assigned a rating of "AAA" to the Class A CertificatesNotes; (ix) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Depositor, its counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (x) an opinion of counsel for the Owner Trustee in form and substance acceptable to the Depositor, its counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (xi) an opinion or opinions of counsel for the Trustee dated the Closing Date, opining as to matters set forth in Exhibit G heretoServicer, in form and substance reasonably acceptable to the Depositor, its counsel, the Note Insurer, Xxxxx'x and S&P (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); and (xii) an opinion or opinions of counsel for the Note Insurer, in each case in form and substance acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; S&P (xii) an officer's certificate of an officer of it being agreed that the Trustee, dated as of opinion shall expressly provide that the Closing Date, reasonably satisfactory in form and substance Unaffiliated Seller shall be entitled to rely on the Depositor and counsel for the Depositor; (xiii) an opinion or opinions of counsel for the Certificate Insurer dated the Closing Date, opining as to the matters set forth in Exhibit H hereto, in each case in form and substance reasonably acceptable to the Depositor, its counsel, Xxxxx'x and Standard & Poor's; (xiv) an officer's certificate of an Authorized Officer of the Certificate Insurer, dated as of the Closing Date reasonably satisfactory in form and substance to the Depositor and counsel for the Depositor;opinion). (e) The Certificate Note Insurance Policies Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates and shall conform in all material respects to the description thereof in the Prospectus Supplement as of the date thereofNotes. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be reasonably satisfactory in form and substance to the Depositor and its counsel. (g) The Unaffiliated Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. (h) On each Subsequent Transfer Date, the Depositor shall have received opinions from Stroock & Stroock & Xxxxx LLP, counsel to the Seller, Marshall, Hill, Cassas and deLipkau, counsel to the Seller, Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Seller, and Xxxxxxx Xxxxxxxx & Wood, counsel to the Depositor substantially similar to the opinions delivered by such counsel on the Closing Date, appropriately modified to refer to the applicable Subsequent Home Equity Loans, Subsequent Cut-Off Date, Subsequent Transfer Date and Subsequent Transfer Agreement.