PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
Depositor
EMERGENT MORTGAGE HOLDINGS CORPORATION
Unaffiliated Seller
and
HOMEGOLD FINANCIAL INC.
---------------------------
UNAFFILIATED SELLER'S AGREEMENT
Dated as of May 1, 1999
TABLE OF CONTENTS
Page
ARTICLE ONE DEFINITIONS..................................................................................1
Section 1.01. Definitions.....................................................................1
ARTICLE TWO PURCHASE, SALE AND CONVEYANCE OF THE MORTGAGE LOANS...........................................4
Section 2.01. Agreement to Purchase Mortgage Loans............................................4
Section 2.02. Purchase Price..................................................................4
Section 2.03. Delivery of Mortgage Loan Files.................................................4
Section 2.04. Transfer of Mortgage Loans; Assignment of Agreement.............................4
Section 2.05. Examination of Mortgage Loan File...............................................5
Section 2.06. Books and Records...............................................................5
ARTICLE THREE REPRESENTATIONS AND WARRANTIES.............................................................5
Section 3.01. Representations and Warranties as to the Unaffiliated Seller....................5
Section 3.02. Representations and Warranties Relating to the Mortgage Loans...................7
Section 3.03. Covenants of the Unaffiliated Seller...........................................15
Section 3.04. Representations and Warranties of the Depositor................................16
Section 3.05. Repurchase Obligation for Breach of a Representation or Warranty...............17
Section 3.06. Reassignment of Purchased Mortgage Loans.......................................18
Section 3.07. Waivers........................................................................18
Section 3.08. Representations and Warranties of HomeGold Financial...........................18
ARTICLE FOUR THE UNAFFILIATED SELLER....................................................................19
Section 4.01. Liability of the Unaffiliated Seller...........................................19
Section 4.02. Merger or Consolidation........................................................19
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Section 4.03. Costs..........................................................................20
Section 4.04. Servicing......................................................................21
Section 4.05. Mandatory Delivery.............................................................21
Section 4.06. Indemnification................................................................21
ARTICLE FIVE CONDITIONS OF CLOSING......................................................................25
Section 5.01. Conditions of Depositor's Obligations..........................................25
Section 5.02. Conditions of Unaffiliated Seller's Obligations................................27
Section 5.03. Termination of Depositor's Obligations.........................................28
ARTICLE SIX MISCELLANEOUS.............................................................................. 28
Section 6.01. Notices........................................................................28
Section 6.02. Severability of Provisions.....................................................28
Section 6.03. Agreement of Unaffiliated Seller...............................................29
Section 6.04. Survival.......................................................................29
Section 6.05. Effect of Headings and Table of Contents.......................................29
Section 6.06. Successors and Assigns.........................................................29
Section 6.07. Governing Law..................................................................29
Section 6.08. Confirmation of Intent.........................................................29
Section 6.09. Execution in Counterparts......................................................30
Section 6.10. Amendments.....................................................................30
Section 6.11. Miscellaneous..................................................................31
EXHIBITS
Exhibit A - Schedule of Mortgage Loans
Exhibit B - Officer's Certificate
ii
This Unaffiliated Seller's Agreement, dated as of May 1, 1999, among
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, a Delaware corporation
(the "Depositor"), EMERGENT MORTGAGE HOLDINGS CORPORATION, a Delaware
corporation (the "Unaffiliated Seller"), and HOMEGOLD FINANCIAL, INC., a South
Carolina corporation ("HomeGold Financial").
W I T N E S S E T H:
WHEREAS, the Depositor has agreed to purchase from the Unaffiliated
Seller and the Unaffiliated Seller, pursuant to this Agreement, is selling to
the Depositor the Mortgage Loans and Other Conveyed Property;
WHEREAS, it is the intention of the Unaffiliated Seller and the
Depositor that simultaneously with the Unaffiliated Seller's conveyance of the
Mortgage Loans and Other Conveyed Property to the Depositor (a) the Depositor
shall deposit the Mortgage Loans and Other Conveyed Property in a trust
pursuant to a Sale and Servicing Agreement to be dated as of May 1, 1999 (the
"Sale and Servicing Agreement"), to be entered into by and among the
Depositor, as Depositor, HomeGold, Inc., as Servicer, Fairbanks Capital Corp.,
as Back-up Servicer, First Union National Bank, as Indenture Trustee (the
"Indenture Trustee"), into the HomeGold Home Equity Loan Trust 1999-1 (the
"Trust") created pursuant to the Trust Agreement dated as of May 1, 1999 (the
"Trust Agreement") between Unaffiliated Seller as Sponsor and Wilmington Trust
Company, as Owner Trustee (the "Owner Trustee"), and (b) the Indenture Trustee
shall issue notes (the "Notes") evidencing beneficial ownership interests in
the Trust to or upon the written order of the Depositor;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions. Whenever used herein, the following words
and phrases, unless the context otherwise requires, shall have the meanings
specified in this Article:
"Agreement" means this Unaffiliated Seller's Agreement, as amended or
supplemented in accordance with the provisions hereof.
"Commission" means the Securities and Exchange Commission and its
successors.
"Cut-off Date" means the opening of business on May 1, 1999 for any
Mortgage Loan, and with respect to all Qualified Substitute Mortgage Loans,
the first day of the calendar month in which the substitution occurs.
"Cut-off Date Principal Balance" means as to each Mortgage Loan, its
unpaid principal balance as of the Cut-off Date.
"Depositor Information" shall have the meaning given to such term in
Section 4.06(b).
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"FSA Information" means any information furnished by the Insurer in
writing expressly for the use in the Offering Document, it being understood
that in respect of the initial Offering Document, the FSA Information is
limited to the information included under the caption "The Insurer" and the
financial statements of the Insurer incorporated by reference therein.
"Insurer" means Financial Security Assurance Inc., a stock insurance
company organized and created under the laws of the State of New York, and any
successors thereto.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics liens and any liens
that attach to a Mortgaged Property by operation of law.
"Mortgage Loans" means the mortgage loans listed on the Schedule of
Mortgage Loans 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.
"Original Pool Balance" means the aggregate unpaid principal balance
of the Mortgage Loans as of the Cut-off Date.
"Originator" means HomeGold, Inc., a South Carolina corporation.
"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
Originator, the Unaffiliated Seller or the Depositor after the Cut-off Date),
the insurance policies relating to the Mortgage Loans and all Insurance
Proceeds, rights of the Unaffiliated Seller against the Originator under the
Purchase Agreement and Assignment, all items contained in the Mortgage Files,
and any REO Property, together with all collections thereon and proceeds
thereof.
"Prospectus" means the Prospectus dated March 23, 1999 relating to
the offering by the Depositor from time to time of its pass-through
certificates or notes (issuable in series) in the form in which it was or will
be filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act with respect to the offer and sale of the Notes.
"Prospectus Supplement" means the Prospectus Supplement dated May 19,
1999, relating to the offering of the Notes in the form in which it was or
will be filed with the Commission pursuant to Rule 424(b) under the Securities
Act with respect to the offer and sale of the Notes.
"Purchase Agreement and Assignment" means the Agreement dated as of
May 1, 1999 among the Originator, the Unaffiliated Seller and HomeGold
Financial, Inc.
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"Registration Statement" means that certain registration statement on
Form S-3, as amended (Registration No. 333-74859) relating to the offering by
the Depositor from time to time of its pass-through certificates or notes
(issuable in series) as heretofore declared effective by the Commission.
"Related Documents" means the Insurance Agreement dated as of May 1,
1999 among the the Unaffiliated Seller, HomeGold Financial, the Depositor,
HomeGold Home Equity Loan Trust 1999-1 and Financial Security Assurance Inc.
and the Indemnification Agreement dated as of May 19, 1999 among the
Unaffiliated Seller, HomeGold Financial, the Depositor, HomeGold Home Equity
Loan Trust 1999-1 and Financial Security Assurance Inc.
"Schedule of Mortgage Loans" means the schedule of Mortgage Loans and
related mortgage notes attached hereto as Schedule A.
"Securities Act" means the Securities Act of 1933, as amended.
"Termination Event" means the existence of any one or more of the
following conditions:
(a) A stop order suspending the effectiveness of the
Registration Statement shall have been issued or a
proceeding for that purpose shall have been initiated or
threatened by the Commission; or
(b) Subsequent to the execution and delivery of this Agreement,
a downgrading, or public notification of a possible change,
without indication of direction, shall have occurred in the
rating accorded any of the debt securities or claims paying
ability of any person providing any form of credit
enhancement for any of the Notes, by any "nationally
recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2)
under the Securities Act; or
(c) Subsequent to the execution and delivery of this Agreement,
there shall have occurred an adverse change in the
condition, financial or otherwise, earnings, affairs,
regulatory situation or business prospects of the Insurer or
the Unaffiliated Seller reasonably determined by the
Depositor to be material; or
(d) Subsequent to the date of this Agreement there shall have
occurred any of the following: (i) a suspension or material
limitation in trading in securities substantially similar to
the Notes, (ii) a general moratorium on commercial banking
activities in New York declared by either Federal or New
York State authorities; or (iii) the engagement by the
United States in hostilities, or the escalation of such
hostilities, or any calamity or crisis, if the effect of any
such event specified in this clause (iii) in the reasonable
judgment of the Depositor makes it impracticable or
inadvisable to proceed with the public offering or the
delivery of the Notes on the terms
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and in the manner contemplated in the Prospectus Supplement.
"Unaffiliated Seller" means Emergent Mortgage Holdings Corporation,
in its capacity as Unaffiliated Seller of the Mortgage Loans under this
Agreement and any successor to Emergent Mortgage Holdings Corporation, whether
through merger, consolidation, purchase and assumption of Emergent Mortgage
Holdings Corporation or all or substantially all of its assets or otherwise.
"Unaffiliated Seller Repurchase Event" means the occurrence of a
breach of any of the Unaffiliated Seller's representations and warranties
under Section 3.02 herein.
Capitalized terms used herein that are not otherwise defined shall
have the respective meanings ascribed thereto in the Sale and Servicing
Agreement.
ARTICLE TWO
PURCHASE, SALE AND CONVEYANCE OF THE MORTGAGE LOANS
Section 2.01. Agreement to Purchase Mortgage Loans. Subject to the
terms and conditions of this Agreement, the Unaffiliated Seller hereby sells,
transfers, assigns, and otherwise conveys to the Depositor without recourse (but
without limitation of its obligations and representations in this Agreement),
and the Depositor hereby purchases, all right, title and interest of the
Unaffiliated Seller in and to the Mortgage Loans and the Other Conveyed Property
relating thereto. It is the intention of the Unaffiliated Seller and the
Depositor that the transfer and assignment contemplated by this Agreement shall
constitute a sale of the Mortgage Loans and the Other Conveyed Property relating
thereto from the Unaffiliated Seller to the Depositor, conveying good title
thereto free and clear of any Liens, and such Mortgage Loans and Other Conveyed
Property shall not be part of the Unaffiliated Seller's estate in the event of
the filing of a bankruptcy petition by or against the Unaffiliated Seller under
any bankruptcy or similar law.
Section 2.02. Purchase Price. On the Closing Date, as full
consideration for the Unaffiliated Seller's sale of the Mortgage Loans and the
Other Conveyed Property relating thereto to the Depositor, the Depositor will
deliver to the Unaffiliated Seller the net proceeds from the issuance of the
Notes and will deliver to or upon the written order of the Unaffiliated Seller,
the Certificate to be issued by the Trust pursuant to Section 4.2 of the Trust
Agreement.
Section 2.03. Delivery of Mortgage Loan Files. On or prior to the
Closing Date, the Unaffiliated Seller shall deliver or shall cause to be
delivered to the Indenture Trustee (as assignee of the Depositor and the Trust
pursuant to the Sale and Servicing Agreement) the documents listed in Section
2.03(a) of the Sale and Servicing Agreement with respect to each Mortgage Loan
being sold to the Depositor on such date.
Section 2.04. Transfer of Mortgage Loans; Assignment of Agreement. The
Depositor has the right to assign its interest under this Agreement to the
Trust, as may be required to effect the purposes of the Sale and Servicing
Agreement and the Trust has the right to pledge such interest to the Indenture
Trustee as may be required to effect the purposes of the Indenture, without
further notice to, or consent of, the Unaffiliated Seller,
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the Trust and the Indenture Trustee shall succeed to such of the rights and
obligations of the Depositor hereunder as shall be so assigned. The Depositor
shall, pursuant to the Sale and Servicing Agreement, assign all of its right,
title and interest in and to the Mortgage Loans and its right to exercise the
remedies created by this Section 2.04 and Section 3.05 hereof to the Trust and
the Trust shall pledge all of its right, title and interest in and to the
Mortgage Loans and its right to exercise the remedies created by this Section
2.04 and Section 3.05 to the Indenture Trustee. The Unaffiliated Seller agrees
that, upon such assignment to the Trust and pledge to the Indenture Trustee,
such representations, warranties, agreements and covenants will run to and be
for the benefit of the Trust and the Indenture Trustee and the Trust and the
Indenture Trustee may enforce diligently, without joinder of the Depositor,
the repurchase obligations of the Unaffiliated Seller set forth herein with
respect to breaches of such representations, warranties, agreements and
covenants.
Section 2.05. Examination of Mortgage Loan File. Prior to the Closing
Date, the Unaffiliated Seller shall make the Mortgage Files available to the
Depositor or its designee for examination at the Unaffiliated Seller's offices
or at such other place as the Unaffiliated Seller shall reasonably specify. Such
examination may be made by the Depositor or its designee at any time on or
before the Closing Date. If the Depositor or its designee makes such examination
prior to the Closing Date, and identifies any Mortgage Loans that do not conform
to the requirements of the Depositor as described in this Agreement, such
Mortgage Loans shall be deleted from the Schedule of Mortgage Loans. The
Depositor may, at its option and without notice to the Unaffiliated Seller,
purchase all or part of the Mortgage Loans without conducting any partial or
complete examination. The fact that the Depositor or the Indenture Trustee has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Depositor or the Indenture
Trustee to demand repurchase or other relief as provided in this Agreement.
Section 2.06. Books and Records. The sale of each Mortgage Loan shall
be reflected on the Unaffiliated Seller's balance sheet and other financial
statements as a sale of assets by the Unaffiliated Seller. The Unaffiliated
Seller shall be responsible for maintaining, and shall maintain, a complete set
of books and records for each Mortgage Loan which shall be clearly marked to
reflect the ownership of each Mortgage Loan by the Trust and the pledge thereof
to the Indenture Trustee, for the benefit of the Noteholders and the Insurer.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties as to the Unaffiliated
Seller. The Unaffiliated Seller hereby represents and warrants to the
Depositor, as of the Closing Date, that:
(a) Organization and Good Standing. The Unaffiliated Seller has
been duly organized and is validly existing as a corporation
in good standing under the laws of the State of Delaware,
with power and authority to own its properties and to
conduct its business as such
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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 acquire, own and
sell the Mortgage Loans and the Other Conveyed Property
transferred to the Depositor;
(b) Due Qualification. The Unaffiliated 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;
(c) Power and Authority. The Unaffiliated Seller has the power
and authority to execute and deliver this Agreement and to
carry out its terms; the Unaffiliated Seller has full power
and authority to sell and assign the Mortgage Loans and the
Other Conveyed Property to be sold and assigned to and
deposited with the Depositor by it and has duly authorized
such sale and assignment to the Depositor by all necessary
corporate action; the execution, delivery and performance of
this Agreement and the Related Documents to which it is a
party have been duly authorized by the Unaffiliated Seller
by all necessary corporate action; and this Agreement has
been duly and validly executed and delivered by the
Unaffiliated Seller;
(d) Valid Sale; Binding Obligations. This Agreement shall effect
a valid sale, transfer and assignment of the Mortgage Loans
and the Other Conveyed Property, enforceable against the
Unaffiliated Seller and creditors of and purchasers from the
Unaffiliated Seller; and this Agreement constitutes a legal,
valid and binding obligation of the Unaffiliated Seller
enforceable in accordance with its 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;
(e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the
terms of this Agreement shall not conflict with, result in
any breach of any of the terms and provisions of or
constitute (with or without notice, lapse of time or both) a
default under, the certificate of incorporation or by-laws
of the Unaffiliated Seller, or any material indenture,
agreement, mortgage, deed of trust or other instrument to
which the Unaffiliated Seller is a party or by which it is
bound, 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
6
Agreement, or violate any law, order, rule or regulation
applicable to the Unaffiliated Seller of any court or of any
federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over
the Unaffiliated Seller or any of its properties;
(f) No Proceedings. There are no material proceedings or
investigations pending or, to the Unaffiliated Seller's
knowledge, threatened against the Unaffiliated Seller,
before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality having
jurisdiction over the Unaffiliated 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,
(iii) seeking any determination or ruling that might
materially and adversely affect the performance by the
Unaffiliated Seller of its obligations under, or the
validity or enforceability of, this Agreement, (iv)
involving the Unaffiliated Seller and 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;
(g) Approvals. All approvals, authorizations, consents, 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 Unaffiliated 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
(h) Chief Executive Office. The chief executive office of the
Unaffiliated Seller is at 00 Xxxx Xxxxxxxxxx Xxx,
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxxxxx.
Section 3.02. Representations and Warranties Relating to the Mortgage
Loans. The Unaffiliated Seller represents and warrants to the Depositor, as of
the Closing Date, as to each Mortgage Loan, that immediately prior to the sale
and transfer of the relevant Mortgage Loans on such date by the Unaffiliated
Seller to the Depositor and immediately prior to the sale of the Mortgage
Loans from the Depositor to the Trust pursuant to the Sale and Servicing
Agreement and the pledge thereof by the Trust to the Indenture Trustee
pursuant to the Indenture:
(a) 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;
(b) All of the original or certified documentation required to
be delivered to the Trust, pursuant to the Sale and
Servicing Agreement (including all material documents
related thereto) with
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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;
(c) Except as 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;
(d) No Mortgage Loan had an original Loan-to-Value Ratio in
excess of 140%;
(e) 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;
(f) Immediately prior to the transfer and assignment herein
contemplated, the Unaffiliated Seller held good and
indefeasible title to, and was the sole owner of, each
Mortgage Loan conveyed by it subject to no Liens, except
Liens which will be released simultaneously with such
transfer and assignment and immediately upon the sale and
assignment herein contemplated, the Depositor will hold good
and infeasible title to, and will be the sole owner of each
Mortgage Loans subject to no liens, except Liens which will
be released simultaneously with such sale and assignment;
(g) As of the related Cut-off Date, no Mortgage Loan is 30 or
more days delinquent;
(h) 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;
(i) There is no valid and enforceable right of rescission,
offset, defense or counterclaim to any Mortgage Note or
Mortgage,
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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;
(j) 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 (l) below;
(k) 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;
(l) Except for the 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 (e)
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;
(m) 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;
9
(n) 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;
(o) 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;
(p) The Unaffiliated 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 such Unaffiliated 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;
(q) 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 Trustee, or the Trust Administrator
on behalf of the Trustee, subject to the provisions of
Section 2.03 of the Sale and Servicing Agreement;
(r) 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;
(s) The proceeds of each Mortgage Loan have been fully
disbursed, and there is no obligation on the part of the
mortgagee to make
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future advances thereunder. All costs, fees and expenses
incurred in making or closing or recording such Mortgage
Loans have been paid;
(t) 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;
(u) No Mortgage Loan was originated under a buydown plan;
(v) No Mortgage Loan provides for negative amortization, has a
shared appreciation feature, or other contingent interest
feature;
(w) 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
thereon;
(x) 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;
(y) 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 Originator to make
future advances to the related Mortgagor at the option of
the Mortgagor;
(z) 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;
(aa) 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
11
such title insurance policy and affirmatively insured;
(bb) 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;
(cc) 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 Originator or the Trust Fund
to the trustee under the deed of trust, except in connection
with a trustee's sale after default by the related
Mortgagor;
(dd) 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;
(ee) 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 Originator or the
Unaffiliated Seller has waived any default, breach,
violation or event of acceleration;
(ff) 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;
(gg) The credit underwriting guidelines applicable to each
Mortgage Loan conform in all material respects to the
Originator's underwriting guidelines in effect at the time
such Mortgage Loan was originated;
(hh) All parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and
each
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Mortgage Note and Mortgage have been duly and properly
executed by such parties;
(ii) The Unaffiliated 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;
(jj) 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;
(kk) At the Cut-off Date, no Mortgagor had been identified on the
records of the Originator as being the subject of a current
bankruptcy proceeding;
(ll) By the Closing Date, the Unaffiliated Seller will have
caused the portions of the Unaffiliated Seller's records
relating to the Mortgage Loans to be clearly and
unambiguously marked to show that such Loans constitute 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
terms of the Indenture.
(mm) 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 Unaffiliated 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;
(nn) 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 Indenture Trustee, a first or junior 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;
(oo) The Unaffiliated 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 and the Noteholders in any
Mortgage Loan or the proceeds thereof;
(pp) No Mortgage Loan is assumable (without the consent of the
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Originator 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 Unaffiliated Seller
with respect to such Mortgage Loan;
(qq) 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;
(rr) 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 $14,406.87but 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;
(ss) No selection procedures adverse to the Noteholders or to the
Insurer have been utilized in selecting such Mortgage Loan
from all other similar Mortgage Loans originated by the
Originator;
(tt) The related Mortgaged Property has not been subject to any
foreclosure proceeding or litigation;
(uu) There was no fraud involved in the origination of the
Mortgage
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Loan by the mortgagee or the Mortgagor, any appraiser or any
other party involved in the origination of the Mortgage
Loan; and
(vv) 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.
(ww) None of the Mortgage Loans is a "bond for title" obligation
or loan, provided that the Unaffiliated Seller shall have 30
days after the Closing Date to cure any breach of this
representation.
Section 3.03. Covenants of the Unaffiliated Seller. The Unaffiliated
Seller covenants to the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor
and the firm of independent certified public accountants
retained with respect to the issuance of the Notes in making
available all information and taking all steps reasonably
necessary to permit the accountants' letters required
hereunder to be delivered within the times set for delivery
herein;
(b) The Unaffiliated Seller agrees to satisfy or cause to be
satisfied on or prior to the Closing Date all of the
conditions to the Depositor's obligations set forth in
Section 5.01 hereof that are within the Unaffiliated
Seller's (or its agents') control;
(c) The Unaffiliated Seller hereby agrees to do all acts,
transactions, and things and to execute and deliver all
agreements, documents, instruments, and papers by and on
behalf of the Unaffiliated Seller as the Depositor or its
counsel may reasonably request in order to consummate the
transfer of the Mortgage Loans to the Depositor and the
subsequent transfer thereof to the Trust and the subsequent
pledge to the Indenture Trustee pursuant to the Indenture
and the rating, issuance and sale of the Notes; and
(d) The Unaffiliated Seller hereby agrees to arrange separately
to pay to the Indenture Trustee the Indenture Trustee's fees
and expenses in connection with the transactions
contemplated by the Sale and Servicing Agreement and the
Indenture, including, without limitation, all of the
Indenture Trustee's fees and expenses in connection with any
actions taken by the Indenture Trustee pursuant to Section
8.01 thereof. For the avoidance of doubt, the parties hereto
acknowledge that it is the intention of the parties that the
Depositor shall not pay any of the Owner Trustee's or the
Indenture Trustee's fees and expenses in connection with the
15
transactions contemplated by the Trust Agreement, the Sale
and Servicing Agreement or the Indenture.
Section 3.04. Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Unaffiliated
Seller, as of the date of execution of this Agreement, and as of the Closing
Date, that:
(a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
(b) The Depositor has the corporate power and authority to
purchase each Mortgage Loan and to execute, deliver and
perform, and to enter into and consummate all the
transactions contemplated by this Agreement;
(c) This Agreement has been duly and validly authorized,
executed and delivered by the Depositor, and, assuming the
due authorization, execution and delivery hereof by the
Unaffiliated Seller, constitutes the legal, valid and
binding agreement of the Depositor, enforceable against the
Depositor 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 the Depositor with this
Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except such as have been
made on or prior to the Closing Date;
(e) The Depositor has filed or will file the Prospectus and
Prospectus Supplement with the Commission in accordance with
Rule 424(b) under the Securities Act; and
(f) None of the execution and delivery of this Agreement, the
purchase of the Mortgage Loans from the Unaffiliated Seller,
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 the Depositor 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 indenture, deed of trust,
contract or other agreement or other instrument to which the
Depositor is a party or by which it is bound and which is
material to the
16
Depositor, 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 the
Depositor.
Section 3.05. Repurchase Obligation for Breach of a Representation or
Warranty. Each of the representations and warranties contained in Sections
3.01 and 3.02 shall survive the purchase by the Depositor of the Mortgage
Loans and the subsequent transfer thereof by the Depositor to the Trust and
from the Trust to the Indenture Trustee and shall continue in full force and
effect, notwithstanding any restrictive or qualified endorsement on the
Mortgage Loans and notwithstanding subsequent termination of this Agreement or
the Sale and Servicing Agreement.
(a) Upon the occurrence of a breach of any of the Unaffiliated
Seller's representations and warranties under Section 3.02
hereof that materially and adversely affects the related
Mortgage Loan, the Unaffiliated Seller shall, unless such
breach shall have been cured in all material respects or
unless the Originator shall have repurchased such Mortgage
Loan directly from the Trust, repurchase the related
Mortgage Loan from the Trust within 60 days following
discovery by or notice to the Unaffiliated Seller of such
breach pursuant to Section 2.05 of the Sale and Servicing
Agreement, and, the Unaffiliated Seller shall pay the
Purchase Price to the Indenture Trustee pursuant to the Sale
and Servicing Agreement. To the extent such Unaffiliated
Seller fails to effect its repurchase obligation, HomeGold
Financial shall repurchase the related Mortgage Loans and
pay the Purchase Price to the Trust Administrator on behalf
of the Trustee on such date. The provisions of this Section
3.05 are intended to grant the Indenture Trustee a direct
right against the Unaffiliated Seller and HomeGold Financial
to demand performance hereunder, and in connection
therewith, the Unaffiliated Seller and HomeGold Financial
waive any requirement of prior demand against the Depositor
with respect to such repurchase obligation. Any such
purchase resulting from the Unaffiliated 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
Unaffiliated Seller and HomeGold Financial under this
Section shall be performed in accordance with the terms
hereof notwithstanding the failure of the Depositor or the
Servicer to perform any of their respective obligations with
respect to such Mortgage Loan under this Agreement or under
the Sale and Servicing Agreement.
(b) In addition to the foregoing and notwithstanding whether the
related Mortgage Loan shall have been purchased by the
Unaffiliated Seller or HomeGold Financial, the Unaffiliated
Seller shall indemnify the Depositor, the Trust, the
Indenture Trustee, the Owner Trustee, the Insurer, HomeGold
Financial and the
17
Noteholders 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
Unaffiliated Seller Repurchase Events.
Section 3.06. Reassignment of Purchased Mortgage Loans. Upon deposit
in the Collection Account of the Purchase Price of any Mortgage Loan
repurchased by the Unaffiliated Seller under Section 3.05 hereof, the
Depositor and the Indenture Trustee, shall take such steps as may be
reasonably requested by the Unaffiliated Seller in order to assign to the
Unaffiliated Seller all of the Depositor's and the Trust's and the Indenture
Trustee's right, title and interest in and to such Mortgage Loan and all
security and documents and all Other Conveyed Property conveyed to the
Depositor, the Trust and the Indenture Trustee directly relating thereto,
without recourse, representation or warranty, except as to the absence of
Liens created by or arising as a result of actions of the Depositor or the
Indenture Trustee. Such assignment shall be a sale and assignment outright,
and not for security. If, following the reassignment of a Purchased Mortgage
Loan, in any enforcement suit or legal proceeding, it is held that the
Unaffiliated 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 Depositor, the Trust and the Indenture Trustee shall, at
the expense of the Unaffiliated Seller, take such steps as the Unaffiliated
Seller deems reasonably necessary to enforce the Mortgage Loan, including
bringing suit in the Depositor's, the Trust's or the Indenture Trustee's name,
or the names of the Noteholders.
Section 3.07. Waivers. No failure or delay on the part of the
Depositor, the Trust or the Indenture Trustee as pledgee of the Trust as
assignee of the Depositor, 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.
Section 3.08. Representations and Warranties of HomeGold Financial.
HomeGold Financial hereby represents and warrants to the Depositor 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;
(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,
18
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 HomeGold Financial 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 FOUR
THE UNAFFILIATED SELLER
Section 4.01. Liability of the Unaffiliated Seller. The Unaffiliated
Seller shall be liable in accordance herewith only to the extent of the
obligations in this Agreement specifically undertaken by such Unaffiliated
Seller and its representations and warranties.
Section 4.02. Merger or Consolidation. The Unaffiliated Seller will
keep in full effect its existence, rights and franchises as a corporation and
will obtain and preserve its qualification to do business as a foreign
corporation, in each jurisdiction necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform
its duties under this Agreement.
Any corporation or other entity (i) into which the Unaffiliated
Seller or HomeGold Financial may be merged or consolidated, (ii) resulting
from any merger or consolidation to which the Unaffiliated Seller or HomeGold
Financial is a party or (iii) succeeding to the business of the Unaffiliated
Seller or HomeGold Financial, which corporation has a certificate of
incorporation containing provisions relating to limitations on business and
other matters substantively identical to those contained in the Unaffiliated
Seller's certificate of incorporation, shall execute an agreement of
19
assumption to perform every obligation of the Unaffiliated Seller or HomeGold
Financial, as the case may be, under this Agreement and, whether or not such
assumption agreement is executed, shall be the successor to the Unaffiliated
Seller or HomeGold Financial, as the case may be, hereunder (without relieving
the Unaffiliated Seller or HomeGold Financial, as the case may be, 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
Insurer Default shall not have occurred and be continuing, the Unaffiliated
Seller shall not merge or consolidate with any other Person or permit any
other Person to become the successor to the Unaffiliated Seller's business
without the prior written consent of the Insurer. The Unaffiliated Seller or
HomeGold Financial, as the case may be, shall promptly inform the other party,
the Indenture Trustee, so long as 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 3.01, 3.02 and 3.08 or covenant made
pursuant to Section 3.03, 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 Unaffiliated Seller or HomeGold
Financial, as the case may be, shall have delivered to 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 4.02 and that all conditions precedent, if any, provided for
in this Agreement relating to such transaction have been complied with, and
(z) the Unaffiliated Seller shall have delivered to 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
interest of the Indenture Trustee in the Trust and reciting the details of the
filings or (B) no such action shall be necessary to preserve and protect such
interest.
Section 4.03. Costs. In connection with the transactions contemplated
under this Agreement, the Sale and Servicing Agreement and the Indenture, the
Unaffiliated Seller shall promptly pay (or shall promptly reimburse the
Depositor to the extent that the Depositor shall have paid or otherwise
incurred): (i) the fees and disbursements of the Unaffiliated Seller's
counsel; (ii) the fees of Xxxxx Xxxxxxxxxx LLP, not to exceed $150,000; (iii)
the fees and disbursements of Ernst & Young, the Unaffiliated Seller's
independent certified public accountants, in rendering a comfort letter in
connection with the Prospectus Supplement and in comforting the Derived
Information; (iv) the fees of Standard & Poor's Ratings Group and Xxxxx'x
Investors Service, Inc., (v) expenses incurred in connection with printing the
Prospectus, the Prospectus Supplement, any amendment or supplement thereto,
any preliminary prospectus and the Notes; (vi) fees and expenses relating to
the filing of documents with the Securities and Exchange Commission (including
without limitation periodic reports under the Exchange Act); (vii) the shelf
registration amortization fee paid in connection with the issuance of the
Certificate; and (viii) to the extent not covered above, all of the initial
upfront expenses of the Depositor and the Underwriter including, without
limitation, legal fees and expenses,
20
accountant fees and expenses and expenses in connection with due diligence
conducted on the Mortgage Loan File. The Unaffiliated Seller also will
promptly pay (or shall promptly reimburse the Depositor to the extent that the
Depositor shall have paid or otherwise incurred) all of the initial upfront
expenses of the Insurer including, without limitation, legal fees and
expenses, accountant fees and expenses and expenses in connection with due
diligence conducted on the Mortgage Loan File. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expenses.
Section 4.04. Servicing. The Mortgage Loans shall be serviced by the
Servicer in accordance with the Sale and Servicing Agreement.
Section 4.05. Mandatory Delivery. Each document specified in Section
2.03 of the Sale and Servicing Agreement for each Mortgage Loan shall be
delivered to the Depositor on or before the Closing Date (except as otherwise
provided in such Section 2.03).
Section 4.06. Indemnification.
(a) (i) HomeGold Financial agrees to indemnify and hold harmless
the Depositor, each of its directors, each of its officers
who have signed the Registration Statement, Prudential
Securities Incorporated and each of its directors and each
person or entity who controls the Depositor or Prudential
Securities Incorporated or any such person, within the
meaning of Section 15 of the Securities Act, against any and
all losses, claims, damages or liabilities, joint and
several, to which the Depositor, Prudential Securities
Incorporated or any such person or entity may become
subject, under the Securities Act or otherwise, and will
reimburse the Depositor, Prudential Securities Incorporated
and each such controlling person for any legal or other
expenses incurred by the Depositor, Prudential Securities
Incorporated or such controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Prospectus
Supplement or any amendment or supplement to the Prospectus
Supplement or the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements in the Prospectus
Supplement or any amendment or supplement to the Prospectus
Supplement, in light of the circumstances under which they
were made, not misleading, except insofar as such claims
arise out of or are based upon any untrue statement or
omission in the FSA Information or the Depositor
Information. This indemnity agreement will be in addition to
any liability which HomeGold Financial may otherwise have.
21
(ii) HomeGold Financial agrees to indemnify and to hold each
of the Depositor, the Indenture Trustee, the Owner Trustee,
the Insurer and each Noteholder harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and
expenses that the Depositor, the Trust, the Indenture
Trustee, the Owner Trustee, the Insurer and any Noteholder
may sustain in any way related to (1) the failure of the
Unaffiliated Seller or HomeGold Financial to perform its
duties in compliance with the terms of this Agreement or (2)
the breach by either the Unaffiliated Seller or HomeGold
Financial of any of the representations or warranties made
by it in this Agreement.
(b) The Depositor agrees to indemnify and hold harmless the
Unaffiliated Seller, each of its directors and each person
or entity who controls the Unaffiliated Seller or any such
person, within the meaning of Section 15 of the Securities
Act, against any and all losses, claims, damages or
liabilities, joint and several, to which the Unaffiliated
Seller or any such person or entity may become subject,
under the Securities Act or otherwise, and will reimburse
the Unaffiliated Seller and any such director or controlling
person for any legal or other expenses incurred by the
Unaffiliated Seller or any such director or controlling
person in connection with investigating or defending any
such loss, claim, damage, liability or action, insofar as
such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, the
Prospectus Supplement, any amendment or supplement to the
Prospectus or the Prospectus Supplement or the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading, but with respect to
the Prospectus Supplement, only to the extent that such
untrue statement or alleged untrue statement or omission or
alleged omission relates to the information contained in the
Prospectus Supplement under the caption "Plan of
Distribution" (the information contained under the caption
"Plan of Distribution" the "Depositor Information"). This
indemnity agreement will be in addition to any liability
which the Depositor may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 4.06 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof
is to be made against the indemnifying party under this
Section 4.06, notify the indemnifying party in writing of
the commencement thereof, but the omission to so notify the
indemnifying party will not relieve the indemnifying party
from any liability which the indemnifying party may have to
any indemnified party hereunder except to the
22
extent such indemnifying party has been prejudiced thereby.
In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it
may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from
such indemnified party, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party.
After notice from the indemnifying party to such indemnified
party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified
party under this Section 4.06 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable
costs of investigation; provided, however, if the defendants
in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses
available to it that are different from or additional to
those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such
indemnified party or parties. The indemnifying party shall
not be liable for the expenses of more than one separate
counsel.
(d) The Depositor agrees, assuming all HomeGold
Financial-Provided Information (defined below) is accurate
and complete in all material respects, to indemnify and hold
harmless HomeGold Financial, its respective officers and
directors and each person who controls HomeGold Financial
within the meaning of the Securities Act or the Exchange Act
against any and all losses, claims, damages or liabilities,
joint or several, to which they may become subject under the
Securities Act or the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement of a material fact contained in the Derived
Information provided by the Depositor, or arise out of or
are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading,
and agrees to reimburse each such indemnified party for any
legal or other expenses reasonably incurred by him, her or
it in connection with investigating or defending or
preparing to defend any such loss, claim, damage, liability
or action as such expenses are incurred. The obligations of
the Depositor under this Section 4.06(d) shall be in
addition to any liability which the Depositor may otherwise
have.
The procedures set forth in Section 4.06(c) shall be equally
applicable to this Section 4.06(d).
23
(e) For purposes of this Section 4.06, the term "Derived
Information" means such portion, if any, of the information
used by the Depositor for filing with the Commission on Form
8-K as: (i) is not contained in the Prospectus without taking
into account information incorporated therein by reference;
and (ii) does not constitute HomeGold Financial-Provided
Information. "HomeGold Financial-Provided Information" means
any computer tape furnished to the Depositor by HomeGold
Financial or the Originator concerning the assets comprising
the Trust Fund.
(f) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for
in the preceding parts of this Section 4.06 is for any
reason held to be unavailable to or insufficient to hold
harmless an indemnified party under subsection (a) or
subsection (b) of this Section 4.06 in respect of any
losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, the indemnifying party
shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof);
provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation. In determining the amount of contribution
to which the respective parties are entitled, there shall be
considered the relative benefits received by HomeGold
Financial and the Unaffiliated Seller on the one hand, and
the Depositor on the other, HomeGold Financial and the
Unaffiliated Seller's, HomeGold Financial's and the
Depositor's relative knowledge and access to information
concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable
considerations appropriate in the circumstances. HomeGold
Financial and the Unaffiliated Seller and the Depositor
agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita
allocation. For purposes of this Section 4.06, each director
of the Depositor, each officer of the Depositor who signed
the Registration Statement, and each person, if any who
controls the Depositor within the meaning of Section 15 of
the Securities Act, shall have the same rights to
contribution as the Depositor, and each director of the
Unaffiliated Seller, and each person, if any who controls
the Unaffiliated Seller within the meaning of Section 15 of
the Securities Act, shall have the same rights to
contribution as the Unaffiliated Seller.
24
ARTICLE FIVE
CONDITIONS OF CLOSING
Section 5.01. Conditions of Depositor's Obligations. The obligations
of the Depositor to purchase the Mortgage Loans will be subject to the
satisfaction, on the Closing Date, of the following conditions. Upon payment
of the purchase price for the Mortgage Loans, such conditions shall be deemed
satisfied or waived.
(a) Each of the obligations of the Unaffiliated Seller required
to be performed by it on or prior to the Closing Date
pursuant to the terms of this Agreement shall have been duly
performed and complied with and all of the representations
and warranties of the Unaffiliated Seller and HomeGold
Financial under this Agreement shall be true and correct as
of the Closing Date and no event shall have occurred which,
with notice or the passage of time, would constitute a
default under this Agreement, and the Depositor shall have
received a certificate to the effect of the foregoing signed
by an authorized officer of the Unaffiliated Seller.
(b) The Depositor shall have received a letter dated the date of
this Agreement, in form and substance acceptable to the
Depositor and its counsel, prepared by Ernst & Young,
independent certified public accountants, regarding the
numerical information contained in the Prospectus Supplement
under the caption "The Mortgage Pool."
(c) [This subsection is reserved.]
(d) The Depositor shall have received the following additional
closing documents, in form and substance satisfactory to the
Depositor and its counsel:
(i) the Schedule of Mortgage Loans;
(ii) the Sale and Servicing Agreement and the
Underwriting Agreement, dated May 19,
1999, among the Depositor, the Trust and
Prudential Securities Incorporated and all
documents required thereunder, duly
executed and delivered by each of the
parties thereto other than the Depositor;
(iii) an officer's certificate, dated as of the
Closing Date, in the form of Exhibit B
hereto, and attached thereto resolutions
of the board of directors of the
Unaffiliated Seller and a copy of the
by-laws of the Unaffiliated Seller;
(iv) copy of the Unaffiliated Seller's and
HomeGold Financial's charter and all
amendments, revisions, and supplements
thereof, certified as of a recent date by
the Secretary of
25
State of the State of Delaware and the
State of South Carolina, respectively;
(v) an opinion of the counsel for the
Unaffiliated Seller and HomeGold Financial
as to various corporate matters (it being
agreed that the opinion shall expressly
provide that the Trust and Indenture
Trustee shall be entitled to rely on the
opinion);
(vi) opinions of counsel for the Unaffiliated
Seller, in forms acceptable to the
Depositor, its counsel, Standard & Poor's
Ratings Group and Xxxxx'x Investors
Service, Inc. as to such matters as shall
be required for the assignment of a rating
to the Notes of "AAA" by Standard & Poor's
Ratings Group, and "Aaa" by Xxxxx'x
Investors Service, Inc. (it being agreed
that such opinions shall expressly provide
that the Trust and the Indenture Trustee
shall be entitled to rely on such
opinions);
(vii) a letter from Xxxxx'x Investors Service,
Inc. that it has assigned a rating of
"Aaa" to the Class A Notes;
(viii) a letter from Standard & Poor's Ratings
Group that it has assigned a rating of
"AAA" to the Class A Notes;
(ix) an opinion of counsel of the Trust in form
and substance acceptable to the Depositor,
its counsel, Xxxxx'x Investors Service,
Inc. and Standard & Poor's Ratings Group
(it being agreed that the opinion shall
expressly provide that the Unaffiliated
Seller shall be entitled to rely on the
opinion);
(x) an opinion of counsel of the Owner Trustee
in form and substance acceptable to the
Depositor, its counsel, Xxxxx'x Investor
Service, Inc. and Standard and Poor's
Ratings Group;
(xi) an opinion of counsel for the Indenture
Trustee in form and substance acceptable
to the Depositor, its counsel, Xxxxx'x
Investors Service, Inc. and Standard &
Poor's Ratings Group;
(xii) an opinion or opinions of counsel for the
Insurer, in each case in form and
substance acceptable to the Depositor, its
counsel, Xxxxx'x Investors Service, Inc.
and Standard & Poor's Ratings Group (it
being agreed that the opinion shall
expressly provide that the Unaffiliated
Seller shall be entitled to rely on the
opinion).
(e) The Policy shall have been duly executed, delivered
and issued with respect to the Notes.
26
(f) All proceedings in connection with the transactions
contemplated by this Agreement and all documents
incident hereto shall be satisfactory in form and
substance to the Depositor and its counsel.
(g) The Unaffiliated Seller shall have furnished the
Depositor with such other certificates of its
officers or others and such other documents or
opinions as the Depositor or its counsel may
reasonably request.
Section 5.02. Conditions of Unaffiliated Seller's Obligations. The
obligations of the Unaffiliated Seller under this Agreement shall be subject
to the satisfaction, on the Closing Date, of the following conditions:
(a) Each of the obligations of the Depositor required
to be performed by it at or prior to the Closing
Date pursuant to the terms of this Agreement shall
have been duly performed and complied with and all
of the representations and warranties of the
Depositor contained in this Agreement shall be true
and correct as of the Closing Date, and the
Unaffiliated Seller shall have received a
certificate to that effect signed by an authorized
officer of the Depositor.
(b) The Unaffiliated Seller shall have received the
following additional documents:
(i) the Sale and Servicing Agreement, the
Indenture and all documents required
thereunder, in each case executed by the
Depositor as applicable; and
(ii) a copy of a letter from Xxxxx'x Investors
Service, Inc. to the Depositor to the
effect that it has assigned a rating of
"Aaa" to the Class A Notes and a copy of a
letter from Standard & Poor's Ratings
Group to the Depositor to the effect that
it has assigned a rating of "AAA" to the
Class A Notes.
(c) The Depositor shall have furnished the Unaffiliated
Seller with such other certificates of its officers
or others and such other documents to evidence
fulfillment of the conditions set forth in this
Agreement as the Unaffiliated Seller may reasonably
request.
27
Section 5.03. Termination of Depositor's Obligations. The Depositor
may terminate its obligations hereunder by notice to the Unaffiliated Seller
at any time before delivery of and payment of the Purchase Price for the
Mortgage Loans if: (i) any of the conditions set forth in Section 5.01 are not
satisfied when and as provided therein; (ii) there shall have been the entry
of a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Unaffiliated Seller
or HomeGold Financial, or for the winding up or liquidation of the affairs of
the Unaffiliated Seller; (iii) there shall have been the consent by the
Unaffiliated Seller or HomeGold Financial to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the
Unaffiliated Seller or HomeGold Financial or of or relating to substantially
all of the property of the Unaffiliated Seller or HomeGold Financial; (iv) any
purchase and assumption agreement with respect to the Unaffiliated Seller or
HomeGold Financial or the assets and properties of the Unaffiliated Seller or
HomeGold Financial shall have been entered into; or (v) a Termination Event
shall have occurred. The termination of the Depositor's obligations hereunder
shall not terminate the Depositor's rights hereunder or its right to exercise
any remedy available to it at law or in equity.
ARTICLE SIX
MISCELLANEOUS
Section 6.01. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing,
if to the Depositor, addressed to the Depositor at Prudential Securities
Secured Financing Corporation, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
if to the Unaffiliated Seller, addressed to the Unaffiliated Seller at
Emergent Mortgage Holdings Corporation, 00 Xxxx Xxxxxxxxxx Xxx, Xxxxxxxxxx,
Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxxx or to such other address
as the Unaffiliated Seller may designate in writing to the Depositor and if to
HomeGold Financial, addressed to HomeGold Financial, Inc., 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxx X. Xxxx.
Section 6.02. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement which is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant
of this Agreement which is prohibited or unenforceable or is held to be void
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction as to any Mortgage Loan shall not
invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties hereto waive any
provision of law which prohibits or renders void or unenforceable any
provision hereof.
28
Section 6.03. Agreement of Unaffiliated Seller. The Unaffiliated
Seller agrees to execute and deliver such instruments and take such actions as
the Depositor may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement.
Section 6.04. Survival. The parties to this Agreement agree that the
representations, warranties and agreements made by each of them herein and in
any certificate or other instrument delivered pursuant hereto shall be deemed
to be relied upon by the other party hereto, notwithstanding any investigation
heretofore or hereafter made by such other party or on such other party's
behalf, and that the representations, warranties and agreements made by the
parties hereto in this Agreement or in any such certificate or other
instrument shall survive the delivery of and payment for the Mortgage Loans.
Section 6.05. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.
Section 6.06. Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as expressly permitted by the terms
hereof, this Agreement may not be assigned, pledged or hypothecated by any
party hereto to a third party without the written consent of the other party
to this Agreement and the Insurer; provided, however, that the Depositor may
assign its rights hereunder without the consent of the Unaffiliated Seller and
HomeGold Financial.
Section 6.07. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York (without
regard to conflicts of laws principles), and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
Section 6.08. Confirmation of Intent. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Unaffiliated
Seller to the Depositor as contemplated by this Unaffiliated Seller's
Agreement be, and be treated for all purposes as, a sale by the Unaffiliated
Seller to the Depositor of the Mortgage Loans. It is, further, not the
intention of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Unaffiliated Seller to the Depositor to secure a debt or
other obligation of the Unaffiliated Seller. However, in the event that,
notwithstanding the intent of the parties, the Mortgage Loans are held to
continue to be property of the Unaffiliated Seller then (a) this Unaffiliated
Seller's Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer
of the Mortgage Loans provided for herein shall be deemed to be a grant by the
Unaffiliated Seller to the Depositor of a security interest in all of the
Unaffiliated Seller's right, title and interest in and to the Mortgage Loans
and all amounts payable on the Mortgage Loans in accordance with the terms
thereof and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property; (c) the
possession by the Depositor of Mortgage Loans and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall
be deemed to be "possession by the secured party" for purposes of perfecting
the
29
security interest pursuant to Section 9-305 of the Uniform Commercial Code;
and (d) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Depositor
for the purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Depositor pursuant to any provision hereof
shall also be deemed to be an assignment of any security interest created
hereby. The Unaffiliated Seller and the Depositor shall, to the extent
consistent with this Unaffiliated Seller's Agreement, take such actions as may
be necessary to ensure that, if this Unaffiliated Seller's Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and would be maintained as such throughout the term of
this Agreement.
Section 6.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 6.10. Amendments. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof.
(a) This Agreement may be amended by the Unaffiliated Seller,
the Depositor 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, the Trust or any of the
Noteholders (unless an Insurer Default shall have occurred,
in which event the consent of the Holders of Notes
evidencing in excess of 50% of the Outstanding Amount of the
Notes shall be obtained) (i) to cure any ambiguity or (ii)
to correct any provisions in this 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
Unaffiliated Seller, the Depositor 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 the
Holders of Notes evidencing in excess of 50% of the
Outstanding Amount of the 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
30
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 6.11. Miscellaneous.
(a) The parties agree that each of the Insurer, the Trust, the
Owner Trustee 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 Depositor under this Agreement which are
assigned to the Trust pursuant to the Sale and Servicing
Agreement, 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 Unaffiliated Seller under
Section 3.05 and 4.06 of this Agreement. The parties further
agree that Prudential Securities Incorporated and each of
its directors and each person or entity who controls
Prudential Securities Incorporated or any such person,
within the meaning of Section 15 of the Securities Act
(each, an "Underwriter Entity") is an intended third-party
beneficiary of this Agreement to the extent necessary to
obtain the benefit of the enforcement of the obligations and
covenants of the Unaffiliated Seller with respect to each
Underwriter Entity under Section 4.06 of this Agreement.
(b) The Depositor, HomeGold Financial and the Unaffiliated
Seller intend the conveyance by the Unaffiliated Seller to
the Depositor
32
of all of its right, title and interest in and to the
Mortgage Loans pursuant to this Agreement to constitute a
purchase and sale and not a loan.
[Signatures Commence on Following Page]
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed by their respective officers thereunto duly authorized as of the date
first above written.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Xxxx Xxxxx Xxxx
--------------------------------------
Name:
Title:
EMERGENT MORTGAGE HOLDINGS
CORPORATION
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: 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 Unaffiliated Seller's Agreement]
00
XXXXX XX XXX XXXX )
) ss.
COUNTY OF NEW YORK )
On May 27, 1999 before me, the undersigned, a Notary Public in and
for said County and State, personally appeared __________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be _________ of
Prudential Securities Secured Financing Corporation, a Delaware corporation,
the corporation that executed the within Unaffiliated Seller's Agreement on
behalf of said corporation, and acknowledged to me that said corporation
executed it.
-----------------------
Notary Public
My Commission expires:
00
XXXXX XX XXX XXXX )
) ss.
COUNTY OF NEW YORK)
On May 27, 1999 before me, the undersigned, a Notary Public in and
for said County and State, personally appeared Xxxxx Xxxxx, personally known
to me (or proved to me on the basis of satisfactory evidence) to be Xxxxx
Xxxxx of HomeGold Financial, Inc., the corporation that executed the within
Unaffiliated Seller's Agreement on behalf of said corporation, and
acknowledged to me that said corporation executed it.
-----------------------
Notary Public
My Commission expires:
00
XXXXX XX XXX XXXX )
) ss.
COUNTY OF NEW YORK )
On May 27, 1999 before me, the undersigned, a Notary Public in and
for said County and State, personally appeared Xxxxx Xxxxx, personally known
to me (or proved to me on the basis of satisfactory evidence) to be Xxxxx
Xxxxx of Emergent Mortgage Holdings Corporation, the corporation that executed
the within Unaffiliated Seller's Agreement on behalf of said corporation, and
acknowledged to me that said corporation executed it.
-----------------------
Notary Public
My Commission expires:
EXHIBIT A
SCHEDULE OF MORTGAGE LOANS
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
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7002159 A2 PAUL J GRAYSON $54,819.68
7002183 A2 KATIE MAE ROGERS $52,772.71
7002194 A2 WILLIAM ZEBELIN MITCHELL $48,072.64
9001292 A2 ALAN W GIBLER $107,586.09
12000372 A2 STEPHANIE L GILCHRIST $44,135.36
12000410 A2 LESTER D MCDANIEL $69,694.93
12000465 A2 JOHNNY FAYE CAMPBELL $59,708.99
13000489 A2 JOEL C BRUN $49,610.58
14000233 A2 JEFFERY SCOTT YATES $51,653.02
14000274 A2 BILLIE J WATERS $44,918.10
14000278 A2 GRADY L KNIGHTON $56,616.07
15000257 A2 JAMES E BRADHAM $45,728.66
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
EXHIBIT B
OFFICER'S CERTIFICATE
I, Laird Minor, Vice President of EMERGENT MORTGAGE HOLDINGS
CORPORATION (the "Company") do hereby certify as follows:
(1) No financing statements or other filings have been filed naming
the Company as debtor or seller in any State of the United States of America
to perfect a sale, transfer or assignment of or lien, encumbrance, security
interest or other interest in, or which otherwise pertains to, the Mortgage
Loans other than those filed in connection with the Unaffiliated Seller's
Agreement and the Sale and Servicing Agreement and the Indenture.
(2) The Company's chief executive office is located at 3901 Pelham
Road, Greenville, South Carolina 29615.
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Sale and Servicing Agreement dated
as of May 1, 1999, among Prudential Securities Secured Financing Corporation,
as Depositor, HomeGold, Inc., as Servicer, Fairbanks Capital Corp., as Back-up
Servicer and First Union National Bank, as Indenture Trustee.
IN WITNESS WHEREOF, I have set my hand this [ ]the day of May, 1999.
EMERGENT MORTGAGE HOLDINGS
CORPORATION
By:________________________
Name: Laird Minor
Title: Vice President
B-1
