PURCHASE AGREEMENT AND ASSIGNMENT
among
EMERGENT MORTGAGE HOLDINGS CORPORATION
as Purchaser
HOMEGOLD, INC.
as Seller
and
HOMEGOLD FINANCIAL, INC.
dated as of
May 1, 1999
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS.............................................................................................1
SECTION 1.1 GENERAL........................................................................................1
SECTION 1.2 SPECIFIC TERMS.................................................................................1
SECTION 1.3 USAGE OF TERMS.................................................................................2
SECTION 1.4 CERTAIN REFERENCES.............................................................................2
SECTION 1.5 NO RECOURSE....................................................................................2
SECTION 1.6 ACTION BY OR CONSENT OF NOTEHOLDERS............................................................2
SECTION 1.7 MATERIAL ADVERSE EFFECT........................................................................3
ARTICLE II CONVEYANCE OF THE MORTGAGE LOANS AND THE OTHER CONVEYED PROPERTY.......................................3
SECTION 2.1 CONVEYANCE OF THE MORTGAGE LOANS...............................................................3
SECTION 2.2 PURCHASE PRICE.................................................................................3
ARTICLE III REPRESENTATIONS AND WARRANTIES........................................................................3
SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER...................................................3
SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER....................................................6
SECTION 3.3 INDEMNIFICATION................................................................................8
SECTION 3.4 REPRESENTATIONS AND WARRANTIES OF HOMEGOLD FINANCIAL...........................................9
ARTICLE IV COVENANTS OF THE SELLER...............................................................................10
SECTION 4.1 PROTECTION OF TITLE OF PURCHASER, THE DEPOSITOR AND THE TRUST.................................10
SECTION 4.2 OTHER LIENS OR INTERESTS......................................................................11
SECTION 4.3 COSTS AND EXPENSES............................................................................12
ARTICLE V REPURCHASES............................................................................................12
SECTION 5.1 REPURCHASE OF MORTGAGE LOANS UPON BREACH OF WARRANTY..........................................12
SECTION 5.2 REASSIGNMENT OF PURCHASED MORTGAGE LOANS......................................................13
SECTION 5.3 WAIVERS.......................................................................................13
ARTICLE VI MISCELLANEOUS.........................................................................................13
SECTION 6.1 LIABILITY OF THE SELLER.......................................................................13
SECTION 6.2 MERGER OR CONSOLIDATION OF ANY SELLER OR PURCHASER............................................13
SECTION 6.3 LIMITATION ON LIABILITY OF THE SELLER AND OTHERS..............................................14
SECTION 6.4 AMENDMENT.....................................................................................14
SECTION 6.5 NOTICES.......................................................................................15
SECTION 6.6 MERGER AND INTEGRATION........................................................................16
SECTION 6.7 SEVERABILITY OF PROVISIONS....................................................................16
SECTION 6.8 INTENTION OF THE PARTIES......................................................................16
SECTION 6.9 GOVERNING LAW.................................................................................16
SECTION 6.10 COUNTERPARTS..................................................................................16
SECTION 6.11 CONVEYANCE OF THE MORTGAGE LOANS AND THE OTHER CONVEYED PROPERTY TO THE TRUST.................16
SECTION 6.12 NONPETITION COVENANT..........................................................................17
SECTION 6.13 MISCELLANEOUS.................................................................................17
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Schedules
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Schedule A - Schedule of Mortgage Loans Conveyed
-------------------------------------------------
Schedule B - Schedule of Representations
-----------------------------------------
ii
PURCHASE AGREEMENT AND ASSIGNMENT
THIS PURCHASE AGREEMENT AND ASSIGNMENT, dated as of May 1, 1999,
executed among Emergent Mortgage Holdings Corporation, a Delaware corporation
(the "Purchaser"), HomeGold, Inc., a South Carolina corporation (the "Seller")
and HomeGold Financial, Inc., a South Carolina corporation ("HomeGold
Financial").
W I T N E S S E T H:
WHEREAS, Purchaser has agreed to purchase from Seller, and Seller,
pursuant to this Agreement, is transferring to Purchaser the Mortgage Loans and
Other Conveyed Property.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, Purchaser and Seller, intending to be
legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General. The specific terms defined in this Article include
the plural as well as the singular. The words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision, and Article, Section,
Schedule and Exhibit references, unless otherwise specified, refer to Articles
and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms
used herein without definition shall have the respective meanings assigned to
such terms in the Sale and Servicing Agreement (defined herein).
Section 1.2 Specific Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
"Agreement" shall mean this Purchase Agreement and Assignment and all
amendments hereof and supplements hereto.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics liens and liens that
attach to a Mortgaged Property by operation of law.
"Mortgage Loans" means the mortgage loans listed on the Schedule of
Mortgage Loans Conveyed which were identified as of May 1, 1999 and any mortgage
loan substituting or replacing a Mortgage Loan pursuant to the terms of the Sale
and Servicing Agreement.
"Other Conveyed Property" means all monies at any time paid or payable
on the Mortgage Loans or in respect thereof after the Cut-off Date (including
amounts due on or before the Cut-off Date but received by the Seller after the
Cut-off Date), the insurance policies relating to the Mortgage Loans and all
Insurance Proceeds, the Mortgage Files, and any REO Property, together with all
collections thereon and proceeds thereof.
"Purchaser" means Emergent Mortgage Holdings Corporation.
"Related Documents" means the Unaffiliated Seller's Agreement, the
Insurance Agreement and the Indemnification Agreement among the Seller, the
Purchaser, Prudential Securities Incorporated, the Depositor, HomeGold
Financial, HomeGold Home Equity Loan Trust 1999-1 and Financial Securities
Assurance Corporation relating to the Policy.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of May 1, 1999, among Prudential Securities Secured Financing
Corporation, as Depositor, HomeGold, Inc., as Originator and Servicer, Fairbanks
Capital Corp., as Back-up Servicer and First Union National Bank, as Indenture
Trustee, as the same may be amended, modified or supplemented from time to time.
"Schedule of Mortgage Loans Conveyed" means the schedule of Mortgage
Loans and related mortgage notes attached hereto as Schedule A.
"Schedule of Representations" means the Schedule of Representations and
Warranties attached hereto as Schedule B.
"Seller Repurchase Event" means with respect to the Seller, the
occurrence of a breach of any of Seller's representations and warranties under
Schedule B hereto.
"Seller" means HomeGold, Inc.
Section 1.3 Usage of Terms. With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the Sale and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."
Section 1.4 Certain References. All references to the Stated Principal
Balance of a Mortgage Loan as of a Record Date shall refer to the close of
business on such day, or as of the first day of a Collection Period shall refer
to the opening of business on such day. All references to the last day of a
Collection Period shall refer to the close of business on such day.
Section 1.5 No Recourse. Without limiting the obligations of Seller
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of the
Seller, or of any predecessor or successor of the Seller.
Section 1.6 Action by or Consent of Noteholders. Whenever any provision
of this Agreement refers to action to be taken, or consented to, by Noteholders,
such provision shall be deemed to refer to Noteholders of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consent given, by Noteholders. Solely for the
purposes of any action to be taken, or consented to, by Noteholders, any Note
registered in the name of the Seller or any Affiliate thereof shall be deemed
not to be outstanding and shall not be taken into account in determining whether
the requisite percentage of the Note Principal Balance necessary to effect any
such action or consent has been obtained; provided, however, that, solely for
the purpose of determining whether the Indenture Trustee is entitled to rely
upon any such action or consent, only Notes which the Indenture Trustee knows to
be so owned shall be so disregarded.
Section 1.7 Material Adverse Effect. Whenever a determination is to be
made under this Agreement as to whether a given event, action, course of conduct
or set of facts or circumstances could or would have a material adverse effect
on the Trust or the Noteholders (or any similar or analogous determination),
such determination shall be made without taking into account the funds available
from claims under the Policy.
ARTICLE II
CONVEYANCE OF THE MORTGAGE LOANS
AND THE OTHER CONVEYED PROPERTY
Section 2.1 Conveyance of the Mortgage Loans. Subject to the terms and
conditions of this Agreement, the Seller hereby sells, to Purchaser without
recourse (but without limitation of its obligations in this Agreement), and
Purchaser hereby purchases, all right, title and interest of the Seller in and
to the Mortgage Loans and the Other Conveyed Property relating thereto. It is
the intention of the Seller and Purchaser that the transfer and assignment
contemplated by this Agreement shall constitute a sale of such Mortgage Loans
and the Other Conveyed Property relating thereto from the Seller to Purchaser,
conveying good title thereto free and clear of any Liens, and such Mortgage
Loans and Other Conveyed Property shall not be part of the Seller's estate in
the event of the filing of a bankruptcy petition by or against the Seller under
any bankruptcy or similar law.
Section 2.2 Purchase Price. Simultaneously with the conveyance of the
Mortgage Loans and the Other Conveyed Property relating thereto to Purchaser,
Purchaser has paid or caused to be paid to or upon the order of Seller, as full
consideration therefor, the net proceeds of the issuance of the Notes, by wire
transfer of immediately available funds (representing the proceeds to Purchaser
from the sale of the Mortgage Loans to the Depositor). Any excess of the value
of the Mortgage Loans and the Other Conveyed Property over such amount shall be
a capital contribution from the Seller to the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Seller. Seller makes
the following representations and warranties, on which Purchaser relies in
purchasing the Mortgage Loans and the Other Conveyed Property and in
transferring the Mortgage Loans and the Other Conveyed Property to the Depositor
under the Unaffiliated Seller's Agreement, on which the Depositor will rely in
transferring the Mortgage Loans and the Other Conveyed Property to the
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Trust, under the Sale and Servicing Agreement and on which the Trust will rely
in issuing the Notes and pledging the Mortgage Loans and the Other Conveyed
Property to the Indenture Trustee and on which the Insurer will rely in issuing
the Policy. Such representations are made (i) as of the execution and delivery
of this Agreement and (ii) as of the Closing Date, but shall survive the sale,
transfer and assignment of the Mortgage Loans and the Other Conveyed Property
hereunder, the sale, transfer and assignment thereof by the Seller to the
Depositor under the Unaffiliated Seller's Agreement and the sale, transfer
thereof by the Depositor to the Trust under the Sale and Servicing Agreement and
the pledge thereof by the Trust to the Indenture Trustee. Seller and Purchaser
agree that Purchaser will assign to the Depositor all of Purchaser's rights
under this Agreement, the Depositor will assign to the Trust, all of Purchaser's
rights under this Agreement and that the Trust will assign to the Indenture
Trustee all of the Purchaser's rights under this Agreement and that the
Indenture Trustee, to the extent provided in the Indenture, will be entitled to
enforce this Agreement directly against the Seller in the Trust's or the
Indenture Trustee's own name on behalf of the Noteholders and the Insurer.
(a) Schedule of Representations. The representations and warranties
made by the Seller and set forth on the Schedule of Representations are
true and correct;
(b) Organization and Good Standing. The Seller has been duly organized
and is validly existing as a corporation in good standing under the laws of
the State of South Carolina, with power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is currently conducted, and had at all relevant times and now has,
power, authority and legal right to enter into and perform its obligations
under this Agreement;
(c) Due Qualification. The Seller is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or
lease of its property or the conduct of its business requires such
qualification;
(d) Power and Authority. The Seller has the power and authority to
execute and deliver this Agreement and to carry out its terms; the Seller
has full power and authority to sell and assign the Mortgage Loans and
Other Conveyed Property to be sold and assigned to and deposited with
Purchaser hereunder and has duly authorized such sale and assignment to
Purchaser by all necessary corporate action and the execution, delivery and
performance of this Agreement has been duly authorized by the Seller by all
necessary corporate action;
(e) No False Statement. Neither this Agreement nor the information
contained in the Prospectus Supplement, other than under the captions "The
Insurer" and "Plan of Distribution," nor any statement, report or other
document prepared by the Seller and furnished or to be furnished pursuant
to this Agreement or in connection with the transactions contemplated
hereby contains any untrue statement or alleged untrue statement of any
material fact or omits to state a material fact necessary to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading;
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(f) Valid Sale; Binding Obligations. This Agreement has been duly
executed and delivered, shall effect a valid sale, transfer and assignment
of the Mortgage Loans and the Other Conveyed Property, enforceable against
the Seller and creditors of and purchasers from the Seller, and this
Agreement constitutes the legal, valid and binding obligation of the Seller
enforceable in accordance with its respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally
and by equitable limitations on the availability of specific remedies,
regardless of whether such enforceability is considered in a proceeding in
equity or at law;
(g) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms of this Agreement does not
conflict with, result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time) a default under,
the articles of incorporation or bylaws of the Seller, or any material
indenture, agreement, mortgage, deed of trust or other instrument to which
the Seller is a party or by which it is bound or any of its properties are
subject, or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Agreement or
violate any law, order, rule or regulation applicable to the Seller of any
court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Seller or
any of its properties, or in any way materially adversely affect the
interest of the Noteholders or the Indenture Trustee in any Mortgage Loan,
or affect the Seller's ability to perform its obligations under this
Agreement;
(h) No Proceedings. There are no proceedings or investigations pending
or, to the Seller's knowledge, threatened against the Seller, before any
court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Seller or its
properties (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Related
Documents, (iii) seeking any determination or ruling that might materially
and adversely affect the performance by the Seller of its obligations
under, or the validity or enforceability of, this Agreement, (iv) involving
the Seller or which might adversely affect the federal income tax or other
federal, state or local tax attributes of the Certificate or (v) that could
have a material adverse effect on the Mortgage Loans. To the Seller's
knowledge, there are no proceedings or investigations pending or threatened
against the Seller, before any court, regulatory body, administrative
agency or other tribunal or governmental instrumentality having
jurisdiction over the Seller or its properties relating to the Seller which
might adversely affect the federal income tax or other federal, state or
local tax attributes of the Notes;
(i) No Consents. The Seller is not required to obtain the consent of
any other party or any consent, license, approval or authorization, or
registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement except such consents as have been
obtained;
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(j) Approvals. All approvals, authorizations, orders or other actions
of any person, corporation or other organization, or of any court,
governmental agency or body or official, required in connection with the
execution and delivery by the Seller of this Agreement and the consummation
of the transactions contemplated hereby have been or will be taken or
obtained on or prior to the Closing Date; and
(k) Chief Executive Office. The chief executive office of HomeGold,
Inc. is located at 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000.
Section 3.2 Representations and Warranties of Purchaser. Purchaser
makes the following representations and warranties, on which Seller relies in
selling, assigning, transferring and conveying the Mortgage Loans and the Other
Conveyed Property to Purchaser hereunder. Such representations are made (i) as
of the execution and delivery of this Agreement and (ii) as of the Closing Date,
but shall survive the sale, transfer and assignment of the Mortgage Loans and
the Other Conveyed Property hereunder, the sale, transfer and assignment thereof
by Purchaser to the Depositor under the Unaffiliated Seller's Agreement and the
sale thereof by the Depositor to the Trust, under the Sale and Servicing
Agreement and the pledge thereof by the Trust to the Indenture Trustee under the
Indenture.
(a) Organization and Good Standing. Purchaser has been duly organized
and is validly existing and in good standing as a corporation under the
laws of the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are currently
owned and such business is currently conducted, and had at all relevant
times, and has, full power, authority and legal right to acquire and own
the Mortgage Loans and the Other Conveyed Property, and to transfer the
Mortgage Loans and the Other Conveyed Property to the Depositor pursuant to
the Unaffiliated Seller's Agreement;
(b) Due Qualification. Purchaser is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions where the failure to do so
would materially and adversely affect Purchaser's ability to acquire the
Mortgage Loans or the Other Conveyed Property or the validity or
enforceability of the Mortgage Loans and the Other Conveyed Property or to
perform Purchaser's obligations hereunder and under the Related Documents;
(c) Power and Authority. Purchaser has the power, authority and legal
right to execute and deliver this Agreement and to carry out the terms
hereof and to acquire the Mortgage Loans and the Other Conveyed Property
hereunder; and the execution, delivery and performance of this Agreement
and all of the documents required pursuant hereto have been duly authorized
by Purchaser by all necessary action;
(d) No Consent Required. Purchaser is not required to obtain the
consent of any other Person, or any consent, license, approval or
authorization or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery or
performance of this Agreement and the Related Documents, except for such as
have been obtained, effected or made;
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(e) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms, subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
liquidation and other similar laws and to general equitable principles;
(f) No Violation. The execution, delivery and performance by Purchaser
of this Agreement, the consummation of the transactions contemplated by
this Agreement and the Related Documents and the fulfillment of the terms
of this Agreement and the Related Documents do not and will not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or bylaws of Purchaser, or conflict with or
breach any of the terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, any indenture, agreement,
mortgage, deed of trust or other instrument to which Purchaser is a party
or by which Purchaser is bound or to which any of its properties are
subject, or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument (other than the Unaffiliated
Seller's Agreement, or violate any law, order, rule or regulation,
applicable to Purchaser or its properties, of any federal or state
regulatory body, any court, administrative agency, or other governmental
instrumentality having jurisdiction over Purchaser or any of its
properties; and
(g) No Proceedings. There are no proceedings or investigations pending,
or, to the knowledge of Purchaser, threatened against Purchaser, before any
court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality having jurisdiction over Purchaser or its
properties: (i) asserting the invalidity of this Agreement or any of the
Related Documents, (ii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Agreement or
any of the Related Documents, (iii) seeking any determination or ruling
that might materially and adversely affect the performance by Purchaser of
its obligations under, or the validity or enforceability of, this Agreement
or any of the Related Documents or (iv) that may adversely affect the
federal or state income tax attributes of, or seeking to impose any excise,
franchise, transfer or similar tax upon, the transfer and acquisition of
the Mortgage Loans and the Other Conveyed Property hereunder or the
transfer by Purchaser of the Mortgage Loans and the Other Conveyed Property
to the Depositor pursuant to the Unaffiliated Seller's Agreement.
In the event of any breach of a representation and warranty made by Purchaser
hereunder, the Seller covenants and agrees that it will take any action to
pursue any remedy that it may have hereunder, in law, in equity or otherwise,
until a year and a day have passed since the date on which all the Notes or
other similar securities issued by the Trust, or a trust or similar vehicle
formed by Purchaser, have been paid in full. The Seller and Purchaser agree
that damages will not be an adequate remedy for such breach and that this
covenant may be specifically enforced by Purchaser or by the Indenture Trustee
on behalf of the Trust.
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Section 3.3 Indemnification.
(a) The Seller shall defend, indemnify and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any and all costs, expenses,
losses, damages, claims, and liabilities, arising out of or resulting from
any breach of any of the Seller's representations and warranties contained
herein;
(b) The Seller shall defend, indemnify and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any and all costs, expenses,
losses, damages, claims, and liabilities, arising out of or resulting, from
the use, ownership or operation by the Seller or any affiliate thereof of a
Mortgaged Property;
(c) The Seller will defend and indemnify Purchaser, the Depositor, the
Trust, the Owner Trustee, the Noteholders, the Indenture Trustee and the
Insurer against any and all costs, expenses, losses, damages, claims and
liabilities arising out of or resulting from any action taken, or any
action failed to be taken that is required to be taken under this
Agreement, by it in respect of any portion of the Trust Property other than
in accordance with this Agreement;
(d) The Seller agrees to pay, and shall defend, indemnify and hold
harmless Purchaser, the Depositor, the Trust, the Owner Trustee, the
Noteholders, the Indenture Trustee and the Insurer from and against any
taxes that may at any time be asserted against such Person with respect to
the transactions contemplated in this Agreement, including, without
limitation, any sales, gross receipts, general corporation, tangible or
intangible personal property, privilege, or license taxes (but, not
including any taxes asserted with respect to, and as of the date of, the
sale, transfer and assignment of the Mortgage Loans and the Other Conveyed
Property to Purchaser, the conveyance of the Mortgage Loans or Other
Conveyed Property under the Unaffiliated Seller's Agreement and the
conveyance of the Mortgage Loan and Other Conveyed Property to the Trust
under the Sale and Servicing Agreement and the pledge of the Mortgage Loans
and Other Conveyed Property to the Indenture Trustee under the Indenture or
the issuance and original sale of the Notes or the Certificate, or asserted
with respect to ownership of the Mortgage Loans and Other Conveyed Property
or the Trust, in each case which shall be indemnified by the Seller
pursuant to clause (e) below, or federal, state or other income taxes,
arising out of distributions on the Certificate or transfer taxes arising
in connection with a transfer of the Certificate) and costs and expenses in
defending against the same, arising by reason of the acts to be performed
by the Seller under this Agreement or imposed against such Persons;
(e) The Seller agrees to pay, and to indemnify, defend and hold
harmless Purchaser, the Depositor, Trust, the Owner Trustee, the
Noteholders, the Indenture Trustee from, any taxes which may at any time be
asserted against such Persons with respect to, and as of the date of, the
conveyance or ownership of the Mortgage Loans or the Other Conveyed
Property hereunder, the conveyance or ownership of the Mortgage Loans or
Other Conveyed Property to the Depositor under the Unaffiliated Seller's
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Agreement and the conveyance or ownership of the Mortgage Loans and Other
Conveyed Property to the Trust under the Sale and Servicing Agreement and
the pledge of the Mortgage Loans and Other Conveyed Property to the
Indenture Trustee under the Indenture or the issuance and original sale of
the Notes pursuant to the Indenture or the Certificate pursuant to the
Trust Agreement, including, without limitation, any sales, gross receipts,
personal property, tangible or intangible personal property, privilege or
license taxes (but not including any federal or other income taxes,
including franchise taxes, arising out of the transactions contemplated
hereby or transfer taxes arising in connection with a transfer of the
Certificate) and costs and expenses in defending against the same, arising
by reason of the acts to be performed by each Seller under this Agreement
or imposed against such Persons;
(f) The Seller shall defend, indemnify, and hold harmless Purchaser,
the Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any and all costs, expenses,
losses, claims, damages, and liabilities to the extent that such cost,
expense, loss, claim, damage, or liability arose out of, or was imposed
upon such Person through, the negligence, willful misfeasance, or bad faith
of the Seller in the performance of its duties under this Agreement or by
reason of reckless disregard of each Seller's obligations and duties under
this Agreement;
(g) The Seller shall indemnify, defend and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any loss, liability or expense
incurred by reason of the violation by the Seller of federal or state
securities laws in connection with the registration or the sale of the
Notes or the issuance of the Certificate ; and
(h) The Seller shall indemnify, defend and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Noteholders from and against any loss, liability or expense
imposed upon, or incurred by, such Person as a result of the failure of any
Mortgage Loan, or the sale of the related Mortgage Property to comply with
all requirements of applicable law.
Indemnification under this Section 3.3 shall include reasonable fees
and expenses of counsel and expenses of litigation and shall survive termination
of the Trust Fund. The indemnity obligations hereunder shall be in addition to
any obligation that the Seller may otherwise have.
Section 3.4 Representations and Warranties of HomeGold Financial.
HomeGold Financial hereby represents and warrants to the Purchaser as of the
date of execution of this Agreement and as of the Closing Date, that:
(a) HomeGold Financial is a corporation duly organized, validly
existing and in good standing under the laws of the State of South
Carolina;
(b) HomeGold Financial has the corporate power and authority to
execute, deliver and perform, and to enter into and consummate all the
transactions contemplated by this Agreement;
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(c) This Agreement has been duly and validly authorized, executed and
delivered by HomeGold Financial, and constitutes the legal, valid and
binding agreement of HomeGold Financial, enforceable against HomeGold
Financial in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights of creditors generally,
and by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of or registration or
filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by HomeGold
Financial with this Agreement or the consummation by it of any of the
transactions contemplated hereby or thereby, except such as have been made
on or prior to the Closing Date; and
(e) None of the execution and delivery of this Agreement, the
consummation of the other transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this
Agreement, (i) conflicts or will conflict with the charter or bylaws of
HomeGold Financial or conflicts or will conflict with or results or will
result in a breach of, or constitutes or will constitute a default or
results or will result in an acceleration under, any term, condition or
provision of any material indenture, deed of trust, contract or other
agreement or other instrument to which HomeGold Financial is a party or by
which it is bound and which is material to HomeGold Financial, or (ii)
results or will result in a violation of any law, rule, regulation, order,
judgment or decree of any court or governmental authority having
jurisdiction over HomeGold Financial.
ARTICLE IV
COVENANTS OF THE SELLER
Section 4.1 Protection of Title of Purchaser, the Depositor and the
Trust.
(a) At or prior to the Closing Date, the Seller shall have filed or
caused to be filed a UCC-1 financing statement, executed by the Seller as
seller or debtor, naming Purchaser as purchaser or secured party and
describing the Mortgage Loans and the Other Conveyed Property being sold by
it to Purchaser as collateral, with the office of the Secretary of State of
the State of South Carolina and in such other locations as Purchaser shall
have required. From time to time thereafter, the Seller shall execute and
file such financing statements and cause to be executed and filed such
continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of
Purchaser under this Agreement, of the Depositor under the Unaffiliated
Seller's Agreement and of the Trust under the Sale and Servicing Agreement
and of the Indenture Trustee under the Indenture in the Mortgage Loans and
the Other Conveyed Property, as the case may be, and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to Purchaser,
the Depositor, the Trust, the Indenture Trustee, and the Insurer
file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing. In the event
that each
10
Seller fails to perform its obligations under this subsection, Purchaser, the
Depositor, the Trust, the Owner Trustee or the Indenture Trustee may do so, at
the expense of the Seller.
(b) The Seller shall not change its name, identity, or corporate
structure in any manner that would, could or might make any financing
statement or continuation statement filed by the Seller (or by Purchaser,
the Trust, the Owner Trustee, the Depositor or the Indenture Trustee on
behalf of the Seller) in accordance with paragraph (a) above seriously
misleading within the meaning of ss. 9-402(7) of the UCC, unless the Seller
shall have given Purchaser, the Trust, the Owner Trustee, the Depositor or
the Indenture Trustee and the Insurer at least 60 days' prior written
notice thereof, and shall promptly file appropriate amendments to all
previously filed financing statements and continuation statements.
(c) The Seller shall give Purchaser, the Trust, the Owner Trustee, the
Depositor and the Insurer (so long as an Insurer Default shall not have
occurred and be continuing), and the Indenture Trustee at least 60 days'
prior written notice of any relocation of its principal executive office
if, as a result of such relocation, the applicable provisions of the UCC
would require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement. The Seller
shall at all times maintain each office from which it services Mortgage
Loans and its principal executive office within the United States of
America.
(d) The Seller shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Mortgage Loans to
Purchaser, the conveyance of the Mortgage Loans by Purchaser to the
Depositor and the conveyance of the Mortgage Loans by the Depositor to the
Trust and the pledge of the Mortgage Loans to the Indenture Trustee on
behalf of the Noteholders and the Insurer, the Seller's master computer
records (including archives) that shall refer to a Mortgage Loan indicate
clearly that such Mortgage Loan has been sold to Purchaser and has been
conveyed by Purchaser to the Depositor and by the Depositor to the Trust
and pledged by the Trust to the Indenture Trustee on behalf of the
Noteholders and the Insurer. Indication of the Trust's ownership of a
Mortgage Loan shall be deleted from or modified on each Seller's computer
systems when, and only when, the Mortgage Loan shall become a Deleted
Mortgage Loan, shall have been repurchased or shall have been paid in full.
(e) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in mortgage loans to any
prospective purchaser, lender or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes,
records, or print-outs (including any restored from archives) that, if they
shall refer in any manner whatsoever to any Mortgage Loan shall indicate
clearly that such Mortgage Loan has been sold to Purchaser, sold by
Purchaser to the Depositor and pledged by the Trust to the Indenture
Trustee and is owned by the Trust.
Section 4.2 Other Liens or Interests. Except for the conveyances
contemplated hereunder, the Seller will not sell, pledge, assign or transfer to
any other Person, or grant, create, incur, assume or suffer to exist any Lien on
the Mortgage Loans or the Other Conveyed Property or any interest therein, and
the Seller shall defend the right, title, and interest of Purchaser, the
11
Depositor, Trust and the Indenture Trustee in and to the Mortgage Loans and the
Other Conveyed Property against all claims of third parties claiming through or
under the Seller.
Section 4.3 Costs and Expenses. The Seller shall pay all reasonable
costs and disbursements in connection with the performance of its obligations
hereunder and its Related Documents.
ARTICLE V
REPURCHASES
Section 5.1 Repurchase of Mortgage Loans Upon Breach of Warranty.
(a) Upon the occurrence of a Seller Repurchase Event, the Seller shall,
unless such breach shall have been cured in all material respects,
repurchase the related Mortgage Loan from the Trust within 60 days
following discovery or notice to the Seller of such breach pursuant to
Section 2.04 of the Sale and Servicing Agreement and the Seller shall pay
the Purchase Price as provided in the Sale and Servicing Agreement. In lieu
of repurchasing any such Mortgage Loan, the Seller may cause such Mortgage
Loan to be removed from the Trust and substitute one or more Qualified
Substitute Mortgage Loans in the manner provided in Section 2.05 of the
Sale and Servicing Agreement. To the extent the Seller fails to effect its
repurchase obligation, HomeGold Financial shall repurchase the related
Mortgage Loan and pay the Purchase Price to the Indenture Trustee on such
date. The provisions of this Section 5.1 are intended to grant the Trust
and the Indenture Trustee a direct right against the Seller to demand
performance hereunder, and in connection therewith the Seller and HomeGold
Financial waive any requirement of prior demand against the Depositor or
Purchaser with respect to such repurchase or substitution obligation. Any
such purchase or substitution resulting from a Seller Repurchase Event
shall take place in the manner specified in Section 2.05 of the Sale and
Servicing Agreement. Notwithstanding any other provision of this Agreement
or the Sale and Servicing Agreement to the contrary, the obligation of the
Seller and HomeGold Financial under this Section shall be performed in
accordance with the terms hereof notwithstanding the failure of the
Servicer, the Unaffiliated Seller, the Trust and the Depositor to perform
any of their respective obligations with respect to such Mortgage Loan
under the Sale and Servicing Agreement.
(b) In addition to the foregoing, the Seller shall promptly purchase
from Purchaser (or provide for the substitution of a Qualified Substitute
Mortgage Loan) any Mortgage Loan repurchased by Purchaser (in its capacity
as Seller under the Unaffiliated Seller's Agreement) upon the occurrence of
an Unaffiliated Seller Repurchase Event (as defined therein) involving a
breach by Purchaser (in its capacity as Seller under the Unaffiliated
Seller's Agreement) pursuant to Section 3.05 of the Unaffiliated Seller's
Agreement.
(c) In addition to the foregoing and notwithstanding whether the
related Mortgage Loan shall have been purchased by the Seller or HomeGold
Financial, the Seller shall indemnify the Trust, the Owner Trustee, the
Depositor, the Indenture Trustee,
12
the Noteholders and the Insurer against all costs, expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a
result of third party claims arising out of the events or facts giving rise
to a repurchase or substitution under Section 2.05 of the Sale and
Servicing Agreement and Section 3.05 of the Unaffiliated Seller's Agreement
or this Section 5.1 hereof.
Section 5.2 Reassignment of Purchased Mortgage Loans. Upon deposit in
the Collection Account of the Purchase Price of any Mortgage Loan repurchased by
the Seller or the substitution of a Qualified Substitute Mortgage Loan under
Section 5.1 hereof, the Servicer the Depositor, the Trust and the Indenture
Trustee, shall take such steps as may be reasonably requested by the Seller in
order to assign to the Seller all of Purchaser's, the Trust's, the Depositor's,
and the Indenture Trustee's right, title and interest in and to such repurchased
Mortgage Loan or Mortgage Loan for which substitution was made and all security
and documents and all Other Conveyed Property conveyed or pledged, as the case
may be, to Purchaser, the Depositor, Trust and the Indenture Trustee, directly
relating thereto, without recourse, representation or warranty, except as to the
absence of liens, charges or encumbrances created by or arising as a result of
actions of Purchaser, the Depositor, the Trust or the Indenture Trustee. Such
assignment shall be a sale and assignment outright, and not for security. If,
following the reassignment of a Mortgage Loan, in any enforcement suit or legal
proceeding, it is held that the Seller may not enforce any such Mortgage Loan on
the ground that it shall not be a real party in interest or a holder entitled to
enforce the Mortgage Loan, the Servicer, the Trust and the Indenture Trustee,
shall, at the expense of the Seller, take such steps as the Seller deems
reasonably necessary to enforce the Mortgage Loan, including bringing suit in
Purchaser's, the Trust's or the Indentured Trustee's name or the names of the
Noteholders.
Section 5.3 Waivers. No failure or delay on the part of Purchaser, the
Depositor, the Trust or the Indenture Trustee as assignee of Purchaser, in
exercising any power, right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or future exercise thereof or the exercise of
any other power, right or remedy.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Liability of the Seller. The Seller shall be liable in
accordance herewith only to the extent of the obligations in this Agreement
specifically undertaken by the Seller and its representations and warranties.
Section 6.2 Merger or Consolidation of Any Seller or Purchaser. Any
corporation or other entity (i) into which the Seller, Purchaser or HomeGold
Financial may be merged or consolidated, (ii) resulting from any merger or
consolidation to which the Seller, Purchaser or HomeGold Financial is a party or
(iii) succeeding to the business of the Seller, Purchaser or HomeGold Financial,
in the case of Purchaser, which corporation has a certificate of incorporation
containing provisions relating to limitations on business and other matters
substantively identical to those contained in Purchaser's certificate of
incorporation, and in each
13
of the foregoing cases such corporation shall execute an agreement of assumption
to perform every obligation of the Seller, Purchaser or HomeGold Financial, as
the case may be, under this Agreement, provided that, whether or not such
assumption agreement is executed, shall be the successor to the Seller,
Purchaser or HomeGold Financial, as the case may be, hereunder (without
relieving the Seller, Purchaser or HomeGold Financial of its responsibilities
hereunder, if it survives such merger or consolidation) without the execution or
filing of any document or any further act by any of the parties to this
Agreement. Notwithstanding the foregoing, so long as a an Insurer Default shall
not have occurred and be continuing, Purchaser shall not merge or consolidate
with any other Person or permit any other Person to become the successor to
Purchaser's business without the prior written consent of the Insurer. The
Seller, Purchaser or HomeGold Financial shall promptly inform the other party,
the Indenture Trustee, and, so long as a an Insurer Default shall not have
occurred and be continuing, the Insurer of such merger, consolidation or
purchase and assumption. Notwithstanding the foregoing, as a condition to the
consummation of the transactions referred to in clauses (i), (ii) and (iii)
above, (x) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Sections 3.1, 3.2 and 3.4 or
covenant made pursuant to Section 3.3, shall have been breached (for purposes
hereof, such representations and warranties shall speak as of the date of the
consummation of such transaction) and no event that, after notice or lapse of
time, or both, would become an event of default under the Insurance Agreement,
shall have occurred and be continuing, (y) the Seller, Purchaser or HomeGold
Financial, as applicable, shall have delivered to the Trust, the Owner Trustee
and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel
each stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section 6.2 and that all conditions precedent, if
any, provided for in this Agreement relating to such transaction have been
complied with, and (z) the Seller, Purchaser or HomeGold Financial, as
applicable, shall have delivered to the Trust, the Owner Trustee and the
Indenture Trustee an Opinion of Counsel, stating, in the opinion of such
counsel, either (A) all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary to preserve
and protect the interests of the Trust and the Indenture Trustee in the Trust
Property and reciting the details of the filings or (B) no such action shall be
necessary to preserve and protect such interest.
Section 6.3 Limitation on Liability of the Seller and Others. The
Seller and any director, officer, employee or agent of the Seller may rely in
good faith on the advice of counsel or on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
under this Agreement. The Seller shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its obligations
under this Agreement or its Related Documents and that in its opinion may
involve it in any expense or liability.
Section 6.4 Amendment.
(a) This Agreement may be amended by the Seller, Purchaser and HomeGold
Financial, with the prior written consent of the Insurer (so long as an
Insurer Default shall not have occurred and be continuing) but without the
consent of the Indenture Trustee, or any of the Noteholders (unless an
Insurer Default shall have occurred, in which event the consent of the
Noteholders with Voting Rights equal to or in excess of 50% of the Voting
Rights shall be obtained) (i) to cure any ambiguity or (ii) to correct any
provisions in this
14
Agreement; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee, adversely affect
in any material respect the interests of any Noteholder.
(b) This Agreement may also be amended from time to time by the Seller,
Purchaser and HomeGold Financial with the prior written consent of the
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) and with the consent of the Indenture Trustee, and holders of
Notes evidencing a majority of the aggregate Note Principal Balance of the
then Outstanding Notes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the Noteholders;
provided, however, that no such amendment shall (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections
of payments on Mortgage Loans or distributions that shall be required to be
made on any Note or the Interest Rates or (ii) reduce the aforesaid
percentage required to consent to any such amendment or any waiver
hereunder, without the consent of the Holders of all Notes then
outstanding.
(c) Prior to the execution of any such amendment or consent, HomeGold
Financial shall have furnished written notification of the substance of
such amendment or consent to each Rating Agency.
(d) Promptly after the execution of any such amendment or consent, the
Indenture Trustee shall furnish written notification of the substance of
such amendment or consent to each Noteholder.
(e) It shall not be necessary for the consent of Noteholders pursuant
to this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Noteholders shall be subject
to such reasonable requirements as the Indenture Trustee, may prescribe,
including the establishment of record dates. The consent of any Holder of a
Note given pursuant to this Section or pursuant to any other provision of
this Agreement shall be conclusive and binding on such Holder and on all
future Holders of such Note and of any Note issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation
of such consent is made upon the Note.
Section 6.5 Notices. All demands, notices and communications to any of
the Seller, Purchaser or HomeGold Financial hereunder shall be in writing,
personally delivered, or sent by telecopier (subsequently confirmed in writing),
reputable overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been given upon receipt (a) in the case
of the Seller, to HomeGold, Inc., 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: Xxxxx Xxxxx, (b) in the case of HomeGold Financial, to
HomeGold Financial, Inc., 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: Xxxxx X. Xxxx, or (c) in the case of Purchaser, to Emergent Mortgage
Holdings Corporation, 00 Xxxx Xxxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxxxx, Xx.
15
Section 6.6 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement, the Sale and Servicing Agreement, the
Indenture and the Related Documents set forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement, the Sale and Servicing
Agreement, the Indenture and the Related Documents. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.
Section 6.7 Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 6.8 Intention of the Parties. The execution and delivery of
this Agreement shall constitute an acknowledgment by the Seller and Purchaser
that they intend that the assignment and transfer herein contemplated constitute
a sale and assignment outright, and not for security, of the Mortgage Loans and
the Other Conveyed Property conveying good title thereto free and clear of any
Liens, from the Seller to Purchaser, and that none of the Mortgage Loans and the
Other Conveyed Property shall be a part of the Seller's estate in the event of
the bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy or similar
law, or the occurrence of another similar event, of, or with respect to, the
Seller. In the event that such conveyance is determined to be made as security
for a loan made by Purchaser, the Depositor, the Indenture Trustee, the Trust or
the Noteholders to the Seller, as applicable, the parties intend that the Seller
shall have granted to Purchaser a security interest in all right, title and
interest in and to the Mortgage Loans and the Other Conveyed Property conveyed
pursuant to Section 2.1 hereof, and that this Agreement shall constitute a
security agreement under applicable law.
Section 6.9 Governing Law. This Agreement shall be construed in
accordance with, the laws of the State of New York without regard to the
principles of conflicts of laws thereof and the obligations, rights and remedies
of the parties under this Agreement shall be determined in accordance with such
laws.
Section 6.10 Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
Section 6.11 Conveyance of the Mortgage Loans and the Other Conveyed
Property to the Trust. The Seller acknowledges that Purchaser intends, pursuant
to the Unaffiliated Seller's Agreement, to convey the Mortgage Loans and the
Other Conveyed Property relating thereto, together with its respective rights
under this Agreement, to the Depositor on the date hereof, and that the
Depositor intends, pursuant to the Sale and Servicing Agreement, to convey such
Mortgage Loans and the Other Conveyed Property, together with its respective
rights under this Agreement, to the Trust on the date hereof and that the Trust
intends pursuant to the Indenture, to pledge such Mortgage Loans and other
Conveyed Property together with its rights under this Agreement to the Indenture
Trustee. The Seller acknowledges and
16
consents to such conveyance and pledge and waives any further notice thereof and
covenants and agrees that the representations and warranties of the Seller
contained in this Agreement and the rights of Purchaser hereunder are intended
to benefit the Depositor, the Insurer, the Indenture Trustee and the
Noteholders. In furtherance of the foregoing, the Seller covenants and agrees to
perform its duties and obligations hereunder, in accordance with the terms
hereof for the benefit of the Depositor, the Insurer, the Indenture Trustee, the
Trust, the Owner Trustee, and the Noteholders and that, notwithstanding anything
to the contrary in this Agreement, the Seller shall be directly liable to the
Depositor, the Owner Trustee, the Trust, the Insurer, the Indenture Trustee and
the Noteholders (notwithstanding any failure by the Servicer, Purchaser, the
Depositor or the Trust to perform its duties and obligations hereunder or under
the Sale and Servicing Agreement) and that the Trust and Indenture Trustee, may
enforce the duties and obligations of the Seller under this Agreement against
the Seller for the benefit of the Insurer, the Trust and the Noteholders.
Section 6.12 Nonpetition Covenant. Until one year and one day after the
termination of the Trust, neither the Seller, nor HomeGold Financial nor the
Purchaser shall petition or otherwise invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Trust, the Depositor (or, in the case of the Seller and HomeGold Financial,
against Purchaser) under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust, the Depositor (or
Purchaser) or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Trust, the Depositor (or Purchaser).
Section 6.13 Miscellaneous. The parties agree that each of the Insurer,
the Owner Trustee, the Depositor, and the Indenture Trustee is an intended
third-party beneficiary of this Agreement to the extent necessary to enforce the
rights and to obtain the benefit of the remedies of the Purchaser under this
Agreement which are assigned to the Depositor pursuant to the Unaffiliated
Seller's Agreement and to the Trust pursuant to the Sale and Servicing Agreement
and to the Indenture Trustee for the benefit of the Noteholders pursuant to the
Indenture and to the extent necessary to obtain the benefit of the enforcement
of the obligations and covenants of the Seller under Section 3.3 and 5.1 of this
Agreement.
17
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.
EMERGENT MORTGAGE HOLDINGS
CORPORATION, as Purchaser
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
HOMEGOLD, INC., as Seller
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
HOMEGOLD FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President, Chief
Financial Officer and Treasurer
[Signature Page to the Purchase Agreement and Assignment]
SCHEDULE OF MORTGAGE LOANS CONVEYED
SCHEDULE A
A-1
account pool name1 curr_bal
12 A1 XXXXXXX XXXXXX XXXX $7,569.55
196 A1 XXXXXXX X XXXXXX $13,168.92
1715 A1 XXXXXX XXXXX $28,936.80
1902 A1 XXXXXX X XXXXX $22,749.21
1949 A1 XXX XXXXX $32,009.06
2004 A1 XXXXXX XXXX $23,824.82
2267 A1 XXXXXXXX X XXXXXXXX $14,639.74
2281 A1 XXXX XXXXXX $23,644.17
2342 A1 XXXXX X XXXXXX $23,496.27
2755 A1 XXXXXXX X XXXXXX $18,858.74
2775 A1 XXXXXXX X XXXXX $24,538.34
3037 A1 XXXXXX X XXXXXX $17,832.66
3089 A1 XXXXXXX XXXXX $16,214.63
3197 A1 XXXXX XXXXXXXX $7,377.22
3244 A1 XXXXXXX XXXX XXXXXX $18,085.05
3330 A1 XXXXX X XXXXXX $21,940.00
3566 A1 XXXXXXX E CHILDRESS $14,804.65
0000 X0 XXXXXX X XXXXXXXXX $3,910.88
30094 A1 XXX XXXXXXX $10,089.20
35491 A1 XXXX X XXXXXX $1,403.06
60038 A1 XXXXXXXXX X XXXXXXXX $27,066.95
60065 A1 ALLSTATE PROPERTIES INC $12,174.43
60135 A1 XXXX X XXXXXXXX $5,907.85
60152 A1 XXXXX XXX XXXXX $4,066.11
60254 A1 XXXXX XXXXXX XXXXXX $11,308.26
60266 A1 XXXXX XXXX XXXXX $9,699.47
60272 A1 XXXXXX XXXXX XXXXXXX $12,036.79
60291 A1 JO XXXXX XXXXXX XXXXXXXX $6,261.35
60450 A1 XXXX X XXXX $2,312.43
60451 A1 XXXXX X XXXXXXX $8,725.94
60454 A1 XXXXXX XXXXX JOY $5,065.74
60612 A1 XXXX X XXXXXXX $7,137.06
60697 A1 XXXXXX X XXXXX $6,766.25
60699 A1 XXXXX X XXXXXX $29,355.91
60710 A1 XXXXXXX X XXXXXXXXX $22,573.32
60761 A1 XXXXXX X XXXXXXXX $23,976.54
60766 A1 XXXXXX X XXXXXX $27,395.31
60852 A1 XXXXX XXX $10,866.29
60867 A1 XXXXX XXXXX XXXXXX $13,324.48
60933 A1 XXXXX XXXXXX XXXXX $7,292.76
60950 A1 XXXXX X XXXX $5,681.57
61016 A1 XXXXXXX XXX XXXXXXXXXXX $9,377.09
61065 A1 XXXX X. XXXXXXX $23,398.05
61159 A1 XXXXXX X XXXXXXXX XX $18,574.38
61191 A1 XXXXXX X XXXXXXXXX $22,513.77
61219 A1 XXXXX X XXX $1,535.60
61248 A1 XXXXXX X XXXXXXXXX XX $21,828.06
61285 A1 XXXXX X XXXXXX $16,391.86
61293 A1 XXXXXX XXXXXXX $35,329.59
61485 A1 XXXXXX PROPERTIES TRUST $64,349.27
61496 A1 XXXXXX X XXXXX $1,771.97
61524 A1 XXXXXX XXXXX $16,855.95
61608 A1 XXXXXX X XXX $8,547.15
61624 A1 XXXXXXX X XXXXXX $18,091.40
61926 A1 XXXXX X XXXX XX $30,778.09
62217 A1 XXXXXX X XXXXXX $2,528.11
62230 A1 XXXXXX X XXXXXX $37,646.45
62288 A1 XXXXXXX X XXXXX(EST OF) $34,044.07
62347 A1 XXXXXXX X XXXXXXX XX $6,179.22
62416 A1 XXXXXXXXX XXXXXX $14,524.31
62519 A1 XXXXXX X XXXXXX $1,281.35
62535 A1 XXXXXX XXXXXXXX $37,782.23
62543 A1 XXXXX XXXXX $33,531.49
62567 A1 XXXXXX XXXXXXXX $8,322.18
62590 A1 XXXXXXX X XXXXXX XX $4,332.45
62667 A1 XXXXX X XXXXXXX $16,356.57
62676 A1 XXXXXXX XXXXXX $13,047.49
62679 A1 XXXXX XXX XXXX $34,996.34
62689 A1 XXXXX XXXXXX $27,450.16
62694 A1 XXXXXXXX XXXXXXX $26,532.88
62815 A1 XXXX XXXX $29,005.07
62885 A1 XXXXXXX X XXXXX $7,487.86
62914 A1 XXXXXX X XXXXX $61,506.02
63012 A1 XXXX X XXXXXX $29,280.80
63033 A1 XXXX X XXXXX $4,245.48
63060 A1 XXXXX XXX XXXXXX $14,659.45
63071 A1 XXXXXXXXXX XXXXXXX $21,732.57
63122 A1 XXXXXX X XXXXXX $30,291.35
63131 A1 XXXXXXX XXXXX $22,836.12
63144 A1 XXXXXX X XXXXXXX $28,524.57
63171 A1 XXXXXXX XXXXXXX XX $18,475.25
63209 A1 XXXXXX XXXXXXXXX $20,808.73
63260 A1 XXXXX X XXXXXXXX $41,732.17
63323 A1 XXXXXXX X XXXXXXXX $18,729.18
63436 A1 XXXXX XXXX $8,360.67
63547 A1 XXXXXX XXXX $40,448.40
63548 A1 XXXXXX XXXX $6,375.57
63597 A1 XXXXX XXXXXX $42,359.09
63609 A1 XXXXXX X XXXXX $40,901.79
63639 A1 XXXXXXXXX X XXXXX $35,975.04
63796 A1 XXXXXX XXXXX XX $35,922.20
63807 A1 XXXXX XXXX XXXXX $19,776.88
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15000446 A2 THEODORE SCOTT SR $61,818.04
15000517 A2 JOHNNIE R LOGAN III $76,800.00
15000565 A2 JIMMY M SHAW $54,179.43
15000663 A2 JAMES R KIRVEN $52,913.46
15000682 A2 REGINALD WESTON $64,475.44
15000695 A2 CHARLES W HINSON $68,275.87
15000697 A2 JAMES G PEARSON $161,703.21
15000716 A2 MICHELLE M JACKSON $79,761.47
15000718 A2 ROSE M DAVIS $56,586.83
15000732 A2 ALTON GEDDINGS $50,757.21
15000734 A2 STEVE HORSTMANN $68,000.00
21000369 A2 ARTHUR S GREENE JR $49,936.13
21001756 A2 TIMOTHY A HAYEN $56,052.49
21001871 A2 JEFFREY A WILLIAMSON $53,024.43
21002236 A2 DANNY RAY BOYETTE $55,266.34
21002499 A2 EMORY D NEAL $52,951.23
21002673 A2 KEVIN G EDWARDS $46,048.86
21002901 A2 WAYNE G KAROL $48,563.21
21003194 A2 CHRISTOPHER TAYLOR REED $43,447.71
21003305 A2 LARRY L GOODALL $41,444.66
21003316 A2 SHARON M GRAY $50,271.78
21003411 A2 MICHAEL D WELCH $43,377.59
21003900 A2 JOHN KIDMAN $44,340.59
21004049 A2 REYNALDO SEQUERA $51,483.56
22000909 A2 HESIRI M FERNANDO $48,197.45
22001041 A2 JOSEPH GRYLAS $52,146.79
22003287 A2 TREVOR LEE BENOIT $48,610.97
22003500 A2 JAY R GERBER $60,686.67
22003711 A2 DAVID PENHOLLOW SR $63,666.12
22003772 A2 MICHAEL V MICHALAK $62,508.46
22003906 A2 ROY D ASHCRAFT $49,830.64
22003969 A2 DAVE L FOREMAN $53,940.22
22004072 A2 BYRON G WOLFE JR $74,260.65
22004103 A2 CAROLYN L KNICELY $47,820.08
22004209 A2 ROBERT G DONALD $44,383.18
23000135 A2 NADINE PENN $45,275.20
23000142 A2 JAMES R DANIELL JR $50,989.54
23000212 A2 EDWARD B WALTMAN $45,656.27
70014611 A2 RICHARD DAVID CHANCE $113,016.56
95000125 A2 TONY M ROBINSON $50,221.17
95000145 A2 LEROY CRUEL $61,406.78
95000150 A2 MARY ANN RANCE $93,365.39
95003011 A2 FRANCENIA T ELLIS $62,101.05
95003377 A2 BERNARD L FOOTMAN $58,290.43
95003394 A2 WALLACE L SMITH $50,136.79
95003404 A2 G WALTER WHITLOCK $47,416.34
95003413 A2 JOHN E BROWN $70,665.70
95003427 A2 STEVE J PILGRIM $44,674.74
95003450 A2 MICHAEL N BYRD $77,538.00
95003473 A2 RANDALL W LEOPARD $58,339.46
130004301 A2 CLIFFORD D ROBINSON $44,128.49
220031281 A2 CLINTON W PALMER $41,695.84
1190009118 A2 JAMES L NASH $115,362.85
1190009144 A2 DANNY E MOORE $155,229.02
2000919447 A2 ROBERT P GARRETT $71,906.57
2000931895 A2 DEBORAH W SINGLETON $128,884.65
2000950681 A2 VICTOR C LOMBARDO $73,855.99
2000954896 A2 PAULA K VAWTER $76,983.33
2090024811 A2 ANGELA CARTER $51,118.27
2100903738 A2 CATHERINE H VINCENT $87,027.99
2100905239 A2 NORMAN J JACKSON $59,003.27
2100910491 A2 ELMER L NEAL SR $49,162.65
2100912127 A2 JOSEPH ALBERT PYPE $47,319.14
2100920880 A2 JACK F SYKES $49,896.36
2100944662 A2 GEORGE E MOFFITT $47,062.85
2100946161 A2 ELOISA MOLINA DODGE $68,338.78
2100947032 A2 KENNETH LEROY MOORE $74,204.21
2100947048 A2 BRADY C WILLIAMS $75,461.42
2100947165 A2 ALICE R BOWERS $51,174.37
2100965988 A2 SCOTT R ANDERSEN $72,210.68
2190020853 A2 LEE D POST $59,625.68
2190020862 A2 RONALD J DUNCAN $53,876.78
2190022887 A2 BETTY KELLY $44,370.74
2190023129 A2 BARRY DON SHAW $55,080.73
2190025934 A2 RONALD EVAN BRANUM $63,389.89
2190026459 A2 CLARA R LONGORIA $56,793.25
2190027967 A2 MURRAY ARCHIE $50,736.59
2190030556 A2 RICARDO S RIVERA $42,048.58
2190034329 A2 DAVID H GUYTON $94,754.03
2190039387 A2 NEIL KENT CAREW $62,305.77
2200902431 A2 CAROL MODER $50,518.28
2200903367 A2 JOSEPH E GRANGER $129,275.25
2200905996 A2 PATRICK E POWELL $73,424.59
2200910081 A2 DAVID AVILA $52,681.30
2200910267 A2 FREDERICK L SAMUEL $69,415.08
2200912836 A2 EDWINA W VINCENT $47,128.16
2200915999 A2 ROBERT L WAGNER $64,058.89
2200917116 A2 LOTTIE M GUITARD $70,435.86
2200917158 A2 JOHN R NORDIN $49,044.97
2200919419 A2 TAMMY D EVERGETIS $104,241.73
2200922713 A2 PATSY FERNANDEZ $69,518.99
2200924919 A2 ROBERT STOKES $93,367.99
2200927810 A2 VIVIAN SILVERS $54,222.80
2200943607 A2 A BILLIE DOBBS $106,869.50
2200944422 A2 EVELYN M JEFFERSON $87,560.73
2200946319 A2 DAVID BOOTH $51,441.15
2200946446 A2 RONNIE WITHERSPOON $44,964.94
2200946688 A2 DONNA M CONYERS $62,000.06
2200947743 A2 MARY C BRUCE $62,248.05
2200948562 A2 DAVID LUNA $52,144.05
2200948645 A2 ROGER B BAYNE $63,224.80
2200956621 A2 JOHN BEERY $44,727.05
2200958079 A2 LONNIE MICHAEL HARRELL $119,513.18
2200958426 A2 JOHN D ROBERTS $50,303.12
2200958582 A2 FREDERIC ROBERT KINARD $91,476.21
2200962079 A2 PATRICIA W PARDOE $54,303.34
2200963943 A2 BENJAMIN F GARLAND $131,055.83
2200965878 A2 MARK D LYNCH $91,529.85
2200966913 A2 DOUGLAS R BORTON $48,863.02
2200967727 A2 PAUL R LANE $69,420.31
2200967935 A2 KATHY WARE $50,884.88
2200968091 A2 LARRY T TANNER $47,872.87
2200968309 A2 JAMES W BALES III $65,338.30
2200968628 A2 WILLIAM D FIDDLER $50,832.87
2200968687 A2 THOMAS MICHAEL HOLT $71,792.21
2200968905 A2 ROD SMITH $46,683.85
2200969182 A2 PATRICIA J DAVIS $48,874.88
2200969783 A2 DONA S SMITH $61,121.98
2200970566 A2 BRIAN FERRARO $87,887.82
2200970799 A2 LISA PATTERSON $47,762.04
2200971480 A2 JAMES CONANT $44,836.84
2200971714 A2 REBECCA ANN GOULD $62,380.05
2200972643 A2 BILLY RAY CRAIN $62,957.17
2200972758 A2 JOHN G ELLIOTT $74,859.90
2200973043 A2 MARY E OWENS $58,967.70
2200973808 A2 BILLY N MITCHELL $54,372.01
2200974166 A2 KEITH MICHAEL PINEL $64,750.52
2200974631 A2 MARY A BISHOP $45,025.57
2200974692 A2 RICHARD C WILLIAMS $79,843.63
2200974875 A2 JAMES R ADKINS $47,936.70
2200974898 A2 JOE THOMAS MOORE $78,066.49
2200975314 A2 BART W BROADWELL $89,555.33
2200975348 A2 EDITH PEARL EVANS $78,270.01
2200975712 A2 PAUL TOMLINSON $65,434.17
2200976074 A2 GARLAND R STANLEY $69,200.00
2200976350 A2 KEM R FOWLER $47,145.39
2200976659 A2 MARSHA F CHARBONEAU $111,852.31
2200976813 A2 MATTHEW BUTLER $58,627.58
2200976830 A2 ROBERT LEE EDWARDS $46,290.59
2200976974 A2 ELAINE A MARESCA $94,499.38
2200977040 A2 SANDRA M JONES $73,851.87
2200977679 A2 KENNETH R BAILEY $55,918.78
2200977701 A2 KEITH A BECKMAN $84,800.00
2200978068 A2 MARK A EVANS $77,993.63
2200979682 A2 CLIFFORD SWITZER $119,850.00
2200980130 A2 LARRY WILLIAMS $45,496.38
2200980407 A2 SCOTT A BONNETTE $71,023.14
2200981916 A2 DALE L COOK $70,160.67
2290018641 A2 ANN H SIMMONS $56,601.28
2290019940 A2 SHARON R BURK $75,663.12
2290026119 A2 J JASON THOMAS $43,378.47
2290030062 A2 IDOLUIS E CASARES $43,219.98
2290030125 A2 JOHN MARNEY WALLER JR $59,367.67
2290032860 A2 CYNTHIA D KNIGHT $60,712.23
2290033657 A2 PERNICE O SMITH $43,205.02
2290036955 A2 COLLIN W COFFEY $59,806.12
2290037776 A2 JORGE ARTURO SALINAS $65,575.25
2300931216 A2 FRANK GALICIA $57,873.33
5100902192 A2 MICHAEL S WALKER $190,500.00
5100905617 A2 THOMAS E ALEXANDER $78,401.13
5100905924 A2 RAYMOND C QUEEN $71,138.96
5100907974 A2 EVERETT HAWKINS $58,250.90
5100911528 A2 ROBERT L MCLEAN $70,945.34
5100912902 A2 GEROME R MCLEOD $45,764.51
5100913276 A2 WILLIE J WHITE $63,684.94
5100914459 A2 BAKITA S ACEVEDO $47,022.06
5100914486 A2 DAVID E BURNETTE $94,347.59
5100914848 A2 B F ALLISON $46,934.24
5100915468 A2 DONNA K CATHEY $73,279.13
5100915872 A2 WILLIAM J WALKER $99,944.99
5100916405 A2 RAYMOND C GILPIN $54,132.18
5100916423 A2 VICKI WATFORD $75,617.54
5100917511 A2 JAMES L ROYSTER $190,966.87
5100917746 A2 CHRIS E CATER $62,956.72
5100918293 A2 JEFFREY BAUGUS $48,970.05
5100919086 A2 JAMES COPELAND III $55,755.83
5100920340 A2 BARBARA L ADAMS $59,759.23
5100921098 A2 JUDY BROWN $65,274.50
5100921634 A2 ROY DALE BAKER $50,925.73
5100922982 A2 JOHN A COLE $123,666.02
5100923108 A2 WILLIAM D YOUNG $73,319.64
5100923418 A2 KEITH TESNAR $49,731.48
5100923652 A2 JAMES W PAUL $61,352.81
5100923826 A2 JASON BYRD $60,170.51
5100924214 A2 GEORGE C RIDDICK JR $73,336.77
5100924384 A2 STEPHAN M CURRY $69,311.59
5100925400 A2 CLIFTON FREEMAN $60,487.99
5100925463 A2 RONALD HOOVER $111,049.34
5100925739 A2 RENE BOUKNIGHT $48,550.29
5100925802 A2 DONALD W SEAY $52,956.16
5100925860 A2 CHARLES J LIVINGSTON $64,159.05
5100926417 A2 ALBERT BRISBONE $55,277.27
5100926752 A2 MICHAEL R AYERS $71,659.26
5100926761 A2 FRANCIS X GILL $47,778.23
5100928117 A2 TERESA P MONDS $55,301.21
5100928403 A2 ALLYSON PUTMAN $47,034.33
5100928640 A2 RICHARD J PEARCE $49,404.55
5100928842 A2 DARYL E PAINTER $62,761.23
5100928854 A2 MARK T VANGORDER $60,159.53
5100929293 A2 CINDY L HARVEY $62,410.74
5100929324 A2 MARSHA RUTHERFORD $93,116.80
5100930743 A2 HERBERT HICKS $63,749.17
5100930899 A2 TAMMY K CLARK $49,192.08
5100931625 A2 JOSEPH CASTRONOVO $60,136.72
5100931830 A2 WILLIAM O FRAZIER SR $53,764.60
5100932356 A2 WILLIE J DAVIS $51,818.13
5100933170 A2 GAIL PICKETT $44,784.44
5100933903 A2 AQUILLA LEWIS $95,681.41
5100934244 A2 EDWARD SCARFO $53,425.79
5100935747 A2 REGGIE MACK $68,576.39
5100937100 A2 RICHARD W DIVENS $49,774.85
5100937273 A2 ANNIE PATTERSON $65,669.45
5100937928 A2 CHRIS A SMITH $71,766.39
5100938902 A2 GRANT E GEHLBACH $111,537.96
5100938970 A2 JAMES BETHEA $60,982.59
5100939929 A2 ROXICE SULLIVAN $95,950.81
5100940022 A2 DAVID ROBINSON JR $55,718.13
5100941146 A2 ANTHONY COLEY $63,772.47
5100941185 A2 SCOTT SOX $71,789.36
5100941445 A2 EDMUND HOFFMAN III $45,440.99
5100942274 A2 DEWARD NORRIS LUNSFORD $94,778.95
5100942366 A2 PATRICIA CHAMBERS $55,036.46
5100942700 A2 DEBORAH L WHITSON $57,646.48
5100943385 A2 ADAM R DROBNIS $140,644.60
5100943404 A2 ASHLEY POLLARD $87,723.16
5100943834 A2 DAVID MORIARTY $78,242.26
5100943867 A2 GUS E KALMER $59,503.77
5100943872 A2 DALLAS BLEDSOE $74,580.65
5100944261 A2 MARION D COLEMAN $72,824.68
5100945495 A2 HAROLD T BOATWRIGHT JR $82,210.27
5100946256 A2 JACKIE E BROOME $54,283.38
5100947036 A2 DAVID BLACKSTONE $64,276.51
5100947354 A2 DANIEL WAYNE LEDFORD $76,371.10
5100947481 A2 MICHAEL L CUDD $55,842.65
5100949168 A2 PAUL REEVES $54,052.59
5100950124 A2 WILBUR L MILFORD $49,513.72
5100950634 A2 EDWARD THOMPSON $89,155.50
5100951078 A2 SAMUEL H JOHNSON $56,857.24
5100953344 A2 CHRISTOPHER E WILLIAMS $52,388.95
5100953946 A2 TRAVIS M SCOTT $47,023.97
5100954470 A2 DENISE SAPOUGH $66,247.14
5100954963 A2 EILENE M KENDALL $70,967.38
5100955358 A2 CRAIG E ALIBOZEK $57,878.74
5100957111 A2 HOWARD L MAJETTE $63,512.85
5100957153 A2 WILLIE MOBLEY $73,088.56
5100957160 A2 NORWOOD A WILLIAMS $74,495.17
5100957778 A2 GLORIA JEAN GOODMAN $58,388.67
5100958048 A2 KELLY THORNHILL $68,267.74
5100958873 A2 KELLY H WILLIAMS $52,435.34
5100959959 A2 DANIEL M HOLCOMBE $63,872.30
5100959973 A2 JERRY DUDLEY $80,765.04
5100960032 A2 CYNTHIA E WAGONER $75,848.35
5100961181 A2 WANDA BEARDSLEY $83,482.75
5100962993 A2 JERRY LOSAW $62,511.45
5100963754 A2 JOHNNY GOODE $68,522.02
5100964922 A2 MELVIN BRADLEY BURDETTE $56,602.95
5100965498 A2 RENEE C HOLLOWAY SINGLETON $74,052.62
5100966211 A2 JOHN R GARRETT $57,604.01
5100966856 A2 DORIS R GEROW $57,452.75
5100967056 A2 MAURICE E DILLARD $46,459.26
5100968878 A2 TERRI CALLAHAN ALLEN $46,973.78
5100968975 A2 SCOTT B NORGAN $62,486.15
5100969133 A2 CARLOS A THOMPSON $66,459.48
5100969147 A2 FREDDY W HOYLE $92,030.90
5100969208 A2 DENNIS B COX JR $45,507.26
5100969679 A2 WAYNE WILKERSON $58,346.87
5100969904 A2 BRENDA S PHILLIPS $60,744.70
5100970534 A2 TONY ARNOLD OVERCASH $75,962.53
5100970992 A2 JUANETTA FRAZIER $57,137.13
5100971510 A2 JANIE ROBINSON $63,968.13
5100971994 A2 KENNETH LEARY $70,506.67
5100974605 A2 ROBERT TEDDER $44,979.01
5100975056 A2 NOAH J HEWITT $59,973.45
5100975329 A2 RAY J WINBURN $46,380.12
5100975482 A2 CAROLYN W HOWELL $47,977.12
5100975513 A2 RODNEY G CLAY $60,772.46
5100975795 A2 JOHN A MCKIVER SR $61,108.25
5100976099 A2 EDWARD B BERGAMINI $120,150.00
5100976241 A2 JEFFREY JENKINS $143,921.17
5100976423 A2 HERTFORD MOORE JR $68,768.84
5100976553 A2 WILLIAM R CURETON $107,943.89
5100976627 A2 JANET BATKER $107,860.92
5100977061 A2 DEBORAH A NICHOLS $63,971.01
5100977201 A2 LUIS J CAMPOS $68,598.13
5100977405 A2 JAMES P WOOTEN $53,573.58
5100977414 A2 THOMAS H RILEY $75,027.42
5100978106 A2 LILLIE B DAVIS $59,080.85
5100978535 A2 YVONNE P MABRY $57,968.25
5100979657 A2 VALERIE SUTTON $47,679.02
5190001294 A2 EVANS LOCKLEAR $57,406.36
5190001651 A2 MARK A COSTNER $58,267.63
5190001983 A2 RICKEY WHITE $45,423.90
5190002062 A2 ROBERT L SAMPLES $50,019.22
5190002354 A2 VICKI BANKS $50,322.06
5190002752 A2 ALICE L KOON $51,197.41
5190003234 A2 MAMIE LEE JACOBS $57,941.61
5190003488 A2 DEBORAH PAINTER $71,506.77
5190003768 A2 JAMES MOORE $117,787.84
5190003992 A2 WILLIAM A BUDDIN $59,294.92
5190004546 A2 FREDERICK STROUD $102,976.55
5190004816 A2 WILLIE BRIGGS $62,398.84
5190005314 A2 WILLIAM LEE CRAWFORD $54,941.89
5190005948 A2 DORIS M MCPHERSON $48,391.06
5190006103 A2 DOUGLAS A HADDOCK $59,859.86
5190006349 A2 RANDY L CROUCH $132,518.82
5190007615 A2 DORIS L REESE $54,399.94
5190009849 A2 NICHOLAS SCOTT SAITZ $113,850.85
5190011763 A2 ANNIE MABBINS BENJAMIN $46,643.81
5190012334 A2 KAY E MADISON $54,092.12
5190012367 A2 MICHAEL TOLBERT $55,999.60
5190013376 A2 ROSS BRICE $56,396.21
5190014538 A2 NELSON SCOTT BISHOP $44,976.07
5190014728 A2 MARY ANN BLAKELY $62,886.58
5190015281 A2 DENNIS BRYAN PITTMAN $56,105.86
5190016799 A2 HASAN ABU-EIDEH $47,637.75
5190017391 A2 DEBRA A PENDLETON $52,313.78
5190019078 A2 JULIUS BROWN JR $66,000.00
5190019106 A2 MARTY LOCKLEAR $62,928.43
5190021226 A2 DAWN ANN DODD $44,608.09
5190022910 A2 VERNON L LAWTON JR $51,874.61
5190023044 A2 JOHN TONEY $85,734.85
5190024378 A2 RICKY DALE CRAINE SR $47,786.27
5190025057 A2 DONALD R HARRIS $51,179.84
5190025149 A2 TIMOTHY W TAYLOR $57,877.19
5190028359 A2 TOY W SKIPPER $50,901.80
5190031937 A2 GAIL ENWRIGHT $84,372.86
5190032993 A2 HOMER C ABERNATHY $96,779.66
5190033145 A2 DIANNA ALLEN $59,348.99
5190033682 A2 LISA A ASKEW $52,456.10
5190034608 A2 FLORIE YOUNG $44,565.03
5190034719 A2 MERRY ANN KISH $55,622.73
5190035257 A2 MILLIE G MARTIN $49,124.38
5190035692 A2 JOSEPH R HUTCHINSON $69,822.98
5190036607 A2 JEFFREY A BLUE $93,564.02
5190037122 A2 MARY E BIVENS $76,343.26
5190037759 A2 EDNA R KENNEDY $67,638.02
5190038860 A2 SHELDY B AYE $59,960.19
5190039837 A2 KEVIN W BLANCHARD $136,302.15
5200910406 A2 THEODORE CHRISS $122,523.47
5200938751 A2 JAMES T HOLT $65,556.53
5200938807 A2 PAULETTE RODGERS ASHLEY $48,644.01
5200951583 A2 DALE D DEMONT $89,749.93
5200964367 A2 TODD ABBEY $62,338.24
5200965991 A2 TAMMYLYNNKUHN ROGERS SANDERSON $65,777.83
5200967644 A2 MICHAEL W RUTH $133,094.58
5200970502 A2 NANCY P TUCKER $51,059.96
5200971420 A2 EDELTRAUT HERNINA EDWARDS $155,054.59
5200973027 A2 MICHAEL PRESLEY $59,970.42
5200974173 A2 STACEY FOXX $123,863.75
5200976428 A2 NIEL SORENSEN $67,163.21
5200979413 A2 LEONEL G PEREZ $67,260.27
5300967114 A2 RICHARD DURIN CATALINE $65,566.97
5500961166 A2 STACEY L MOLENCUPP $59,146.16
5500972927 A2 JAMES M RANSOM $99,564.48
5500973872 A2 PATRICK ROGERS $62,365.84
5500978266 A2 DANNY OWEN $58,500.00
5590025258 A2 JAMES A MILLS $58,822.26
5600921281 A2 SUSAN B KESSLER $108,729.93
5600979853 A2 ALBERT J MARSHALL $75,164.91
5700969838 A2 ROBERT C CONGER $45,000.00
$39,277,999.04
SCHEDULE B
SCHEDULE OF REPRESENTATIONS
1. The information with respect to each Mortgage Loan set forth in the
Schedule of Mortgage Loans is true and correct as of the related Cut-off Date;
2. All of the original or certified documentation required to be
delivered to the Indenture Trustee, pursuant to the Sale and Servicing Agreement
(including all material documents related thereto) with respect to each Mortgage
Loan has been or will be delivered to the Indenture Trustee, in accordance with
the terms of such Sale and Servicing Agreement. Each of the documents and
instruments specified to be included therein has been duly executed and in due
and proper form, and each such document or instrument is in a form generally
acceptable to prudent mortgage lenders that regularly originate or purchase
mortgage loans comparable to the Mortgage Loans for sale to prudent investors in
the secondary market that invest in mortgage loans such as the Mortgage Loans;
3. Except as is otherwise disclosed on the Mortgage Loan Schedule, each
Mortgaged Property is improved by a single (one-to-four) family residential
dwelling, which may include condominiums, townhouses and units in planned unit
developments, or manufactured housing, but shall not include cooperatives;
4. No Mortgage Loan had an original Loan-to-Value Ratio in excess of
140%;
5. Each Mortgage is a valid and subsisting first or junior lien of
record on the Mortgaged Property subject in all cases to the exceptions to title
set forth in the title insurance policy, with respect to the related Mortgage
Loan, which exceptions are generally acceptable to banking institutions in
connection with their regular mortgage lending activities, and such other
exceptions to which similar properties are commonly subject and which do not
individually, or in the aggregate, materially and adversely affect the benefits
of the security intended to be provided by such Mortgage;
6. Immediately prior to the transfer and assignment herein
contemplated, the Seller held good and indefeasible title to, and was the sole
owner of, each Mortgage Loan conveyed by it subject to no liens, charges,
mortgages, encumbrances or rights of others except liens which will be released
simultaneously with such transfer and assignment; and immediately upon the
transfer and assignment herein contemplated, the Purchaser will hold good and
indefeasible title to, and be the sole owner of, each Mortgage Loan subject to
no Liens, except Liens which will be released simultaneously with such transfer
and assignment;
7. As of the related Cut-off Date, no Mortgage Loan is 30 or more days
delinquent.
8. There is no delinquent tax or assessment lien on any Mortgaged
Property, and each Mortgaged Property is free of substantial damage and is in
good repair;
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9. There is no valid and enforceable right of rescission, offset,
defense or counterclaim to any Mortgage Note or Mortgage, including the
obligation of the related Mortgagor to pay the unpaid principal of or interest
on such Mortgage Note or the defense of usury, nor will the operation of any of
the terms of the Mortgage Note or the Mortgage, or the exercise of any right
thereunder, render either the Mortgage Note or the Mortgage unenforceable in
whole or in part, or subject to any right of rescission, set-off, counterclaim
or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto;
10. There is no mechanics' lien or claim for work, labor or material
affecting any Mortgaged Property which is or may be a lien prior to, or equal
with, the lien of the related Mortgage except those which are insured against by
any title insurance policy referred to in paragraph 12 below;
11. Each Mortgage Loan at the time it was made complied in all material
respects with all applicable state and federal laws and regulations, including,
without limitation, the federal Truth-in-Lending Act and other consumer
protection laws, real estate settlement procedure, usury, equal credit
opportunity, disclosure and recording laws;
12. Except for Mortgage Loans as to which the policies under which they
were originated no title insurance was required, with respect to each Mortgage
Loan, a lender's title insurance policy, issued in standard American Land Title
Association form, or other form acceptable in a particular jurisdiction by a
title insurance company authorized to transact business in the state in which
the related Mortgaged Property is situated, in an amount at least equal to the
initial Stated Principal Balance of such Mortgage Loan insuring the mortgagee's
interest under the related Mortgage Loan as the holder of a valid first or
junior mortgage lien of record on the real property described in the related
Mortgage, as the case may be, subject only to exceptions of the character
referred to in paragraph 5 above, was effective on the date of the origination
of such Mortgage Loan, and, as of the Cut-off Date such policy will be valid and
thereafter such policy shall continue in full force and effect;
13. The improvements upon each Mortgaged Property are covered by a
valid and existing hazard insurance policy (which may be a blanket policy of the
type described in the related Sale and Servicing Agreement) with a generally
acceptable carrier that provides for fire and extended coverage representing
coverage not less than the least of (A) the outstanding principal balance of the
related Mortgage Loan and (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis;
14. If any Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy (which may be a blanket policy of the type
described in the Sale and Servicing Agreement) in a form meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the related Mortgage Loan and (B) the maximum
amount of insurance that is available under the Flood Disaster Protection Act of
1973;
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15. Each Mortgage and Mortgage Note is the legal, valid and binding
obligation of the maker thereof and is enforceable in accordance with its terms,
except only as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (whether
considered in a proceeding or action in equity or at law), and all parties to
each Mortgage Loan had full legal capacity to execute all documents relating to
such Mortgage Loan and convey the estate therein purported to be conveyed;
16. The Seller has caused and will cause to be performed any and all
acts required to be performed to preserve the rights and remedies of the
servicer in any insurance policies applicable to any Mortgage Loans delivered by
the Seller including, to the extent such Mortgage Loan is not covered by a
blanket policy described in the Sale and Servicing Agreement, any necessary
notifications of insurers, assignments of policies or interests therein, and
establishments of co-insured, joint loss payee and mortgagee rights in favor of
the servicer;
17. Each original Mortgage was recorded or is in the process of being
recorded, and all subsequent assignments of the original Mortgage have been
recorded (or are in the process of being recorded) in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof
for the benefit of the Indenture Trustee, subject to the provisions of Section
2.03 of the Sale and Servicing Agreement;
18. The terms of each Mortgage Note and each Mortgage have not been
impaired, altered or modified in any respect, except by a written instrument
which has been recorded, if necessary, to protect the interest of the owners and
which has been delivered to the Indenture Trustee;
19. The proceeds of each Mortgage Loan have been fully disbursed, and
there is no obligation on the part of the mortgagee to make future advances
thereunder. All costs, fees and expenses incurred in making or closing or
recording such Mortgage Loans have been paid;
20. Except as otherwise required by law or pursuant to the statute
under which the related Mortgage Loan was made, the related Mortgage Note is not
and has not been secured by any collateral, pledged account or other security
except the lien of the corresponding Mortgage;
21. No Mortgage Loan was originated under a buydown plan;
22. No Mortgage Loan provides for negative amortization, has a shared
appreciation feature, or other contingent interest feature;
23. Each Mortgaged Property is located in the state identified in the
Schedule of Mortgage Loans and except as is described in the Mortgage Loan
Schedule, consists of one or more parcels of real property with a residential
dwelling erected thereon;
24. Each Mortgage contains a provision for the acceleration of the
payment of the unpaid principal balance of the related Mortgage Loan in the
event the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
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25. Any advances made after the date of origination of a Mortgage Loan
but prior to the Cut-off Date, have been consolidated with the outstanding
principal amount secured by the related Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term
reflected on the Schedule of Mortgage Loans. The consolidated principal amount
does not exceed the original principal amount of the related Mortgage Loan. No
Mortgage Note permits or obligates the Seller to make future advances to the
related Mortgagor at the option of the Mortgagor;
26. There is no proceeding pending or threatened for the total or
partial condemnation of any Mortgaged Property, nor is such a proceeding
currently occurring, and each Mortgaged Property is undamaged by waste, fire,
earthquake or earth movement, flood, tornado or other casualty, so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended;
27. All of the improvements of any Mortgaged Property lie wholly within
the boundaries and building restriction lines of such Mortgaged Property, and no
improvements on adjoining properties encroach upon such Mortgaged Property, and,
if a title insurance policy exists with respect to such Mortgaged Property, are
stated in such title insurance policy and affirmatively insured;
28. No improvement located on or being part of any Mortgaged Property
is in violation of any applicable zoning law or regulation. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of each Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities and such Mortgaged Property is lawfully occupied under
the applicable law;
29. With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Seller or the Trust to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the related Mortgagor;
30. Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including (A) in the case of a Mortgage designated as a deed of trust,
by trustee's sale and (B) otherwise by judicial foreclosure. There is no
homestead or other exemption available which materially interferes with the
right to sell the related Mortgaged Property at a trustee's sale or the right to
foreclose the related Mortgage;
31. There is no default, breach, violation or event of acceleration
existing under any Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration;
and neither the Seller or the Purchaser has waived any default, breach,
violation or event of acceleration;
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32. No instrument of release or waiver has been executed in connection
with any Mortgage Loan, and no Mortgagor has been released, in whole or in part;
33. The credit underwriting guidelines applicable to each Mortgage Loan
conform in all material respects to the Seller's underwriting guidelines in
effect at the time such Mortgage Loan was originated;
34. All parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note
and Mortgage have been duly and properly executed by such parties;
35. The Seller has no actual knowledge that there exist on any
Mortgaged Property any hazardous substances, hazardous wastes or solid wastes,
as such terms are defined in the Comprehensive Environmental Response
Compensation and Liability Act, the Resource Conservation and Recovery Act of
1976, or other federal, state or local environmental legislation;
36. None of the Mortgage Loans shall be due from the United States of
America or any State or from any agency, department, subdivision or
instrumentality thereof;
37. At the Cut-off Date, no Mortgagor had been identified by the Seller
as being the subject of a current bankruptcy proceeding;
38. By the Closing Date, the Seller will have caused the portions of
the Seller's servicing records relating to the Mortgage Loans to be clearly and
unambiguously marked to show that such Mortgage Loans are part of the Trust and
are owned by the Trust in accordance with the terms of the Sale and Servicing
Agreement and have been pledged to the Indenture Trustee in accordance with the
Indenture;
39. No Mortgage Loan was originated in, or is subject to the laws of,
any jurisdiction the laws of which would make unlawful, void or voidable the
sale, transfer and assignment of such Mortgage Loan under this Agreement or
pursuant to transfers of the Notes. The Seller has not entered into any
agreement with any account debtor that prohibits, restricts or conditions the
assignment of any portion of the Mortgage Loans;
40. All filings (including, without limitation, UCC filings) required
to be made by any Person and actions required to be taken or performed by any
Person in any jurisdiction to give the Trustee, or the Trust Administrator on
behalf of the Trustee, a first or second priority perfected lien on, or
ownership interest in, the Mortgage Loans and the proceeds thereof and the other
property of the Trust Fund have been made, taken or performed;
41. The Seller has not done anything to convey any right to any Person
that would result in such Person having a right to payments due under the
Mortgage Loan or otherwise to impair the rights of the Trust Fund and the
Noteholders in any Mortgage Loan or the proceeds thereof;
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42. No Mortgage Loan is assumable (without the Seller's consent which
consent has not been given) by another Person in a manner which would release
the Mortgagor thereof from such Mortgagor's obligations to the Seller with
respect to such Mortgage Loan;
43. With respect to the Group I Mortgage Loans as of the Cut-off Date:
the aggregated Stated Principal Balance was $20,351,882.24; each of the Stated
Principal Balances was at least $1,281.35 but no more than $447,294.91;the
average Stated Principal Balance was $29,973.32; the Mortgage Rates were at
least 8.000% but no more than 18.428%; the weighted average Mortgage Rate was
12.005%; the original Loan-to-Value Ratios were at least 4.98% but no more than
133.61%; the weighted average original Loan-to-Value Ratio was 60.72%; the
remaining terms to stated maturity were at least 11 months but no more than 359
months; the weighted average remaining term to stated maturity was approximately
182.74 months; the original terms to stated maturity were at least 35 months but
no more than 363 months; the weighted average original term to stated maturity
was approximately 198.55 months; and no more than 2.20% of the aggregate Stated
Principal Balance of the Mortgage Loans are secured by Mortgaged Properties
located in any one postal ZIP code area;
44. With respect to the Group II Mortgage Loans as of the Cut-off Date:
the aggregated Stated Principal Balance was $39,277,999.04; each of the Stated
Principal Balances was at least $14,406.87 but no more than $206,250.00: the
average Stated Principal Balance was $66,124.58; the Mortgage Rates were at
least 6.100% but no more than 18.990%; the weighted average Mortgage Rate was
1.649%; the original Loan-to-Value Ratios were at least 11.80% but no more than
138.18%; the weighted average original Loan-to-Value Ratio was 77.38%; the
remaining terms to stated maturity were at least 33 months but no more than 359
months; the weighted average remaining term to stated maturity was approximately
222.89 months; the original terms to stated maturity were at least 60 months but
no more than 370 months; the weighted average original term to stated maturity
was approximately 237.14 months; and no more than 2.05% of the aggregate Stated
Principal Balance of the Mortgage Loans are secured by Mortgaged Properties
located in any one postal ZIP code area;
45. No selection procedures adverse to the Noteholders or to the
Certificate Insurer have been utilized in selecting such Mortgage Loan from all
other similar Mortgage Loans originated by the Seller;
46. The related Mortgaged Property has not been subject to any
foreclosure proceeding or litigation;
47. There was no fraud involved in the origination of the Mortgage Loan
by the mortgagee or by the Mortgagor, any appraiser or any other party involved
in the origination of the Mortgage Loan; and
48. Except for Mortgage Loans as to which the policies under which they
were originated no appraisal was required, each Mortgage File contains an
appraisal of the Mortgaged Property indicating an appraised value equal to the
appraised value of such Mortgaged Property on the Mortgage Loan Schedule. Each
such appraisal has been performed in accordance with the requirements of FNMA or
FHLMC.
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49. None of the Mortgage Loans is a "bond for title" obligation or
loan, provided that the Seller shall have 30 days after the Closing Date to cure
any breach of this representation.
