PURCHASE AGREEMENT AND ASSIGNMENT
among
EMERGENT MORTGAGE HOLDINGS CORPORATION
as Purchaser
HOMEGOLD, INC.
as Seller
and
HOMEGOLD FINANCIAL, INC.
dated as of
May 1, 1999
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS.............................................................................................1
SECTION 1.1 GENERAL........................................................................................1
SECTION 1.2 SPECIFIC TERMS.................................................................................1
SECTION 1.3 USAGE OF TERMS.................................................................................2
SECTION 1.4 CERTAIN REFERENCES.............................................................................2
SECTION 1.5 NO RECOURSE....................................................................................2
SECTION 1.6 ACTION BY OR CONSENT OF NOTEHOLDERS............................................................2
SECTION 1.7 MATERIAL ADVERSE EFFECT........................................................................3
ARTICLE II CONVEYANCE OF THE MORTGAGE LOANS AND THE OTHER CONVEYED PROPERTY.......................................3
SECTION 2.1 CONVEYANCE OF THE MORTGAGE LOANS...............................................................3
SECTION 2.2 PURCHASE PRICE.................................................................................3
ARTICLE III REPRESENTATIONS AND WARRANTIES........................................................................3
SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER...................................................3
SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER....................................................6
SECTION 3.3 INDEMNIFICATION................................................................................8
SECTION 3.4 REPRESENTATIONS AND WARRANTIES OF HOMEGOLD FINANCIAL...........................................9
ARTICLE IV COVENANTS OF THE SELLER...............................................................................10
SECTION 4.1 PROTECTION OF TITLE OF PURCHASER, THE DEPOSITOR AND THE TRUST.................................10
SECTION 4.2 OTHER LIENS OR INTERESTS......................................................................11
SECTION 4.3 COSTS AND EXPENSES............................................................................12
ARTICLE V REPURCHASES............................................................................................12
SECTION 5.1 REPURCHASE OF MORTGAGE LOANS UPON BREACH OF WARRANTY..........................................12
SECTION 5.2 REASSIGNMENT OF PURCHASED MORTGAGE LOANS......................................................13
SECTION 5.3 WAIVERS.......................................................................................13
ARTICLE VI MISCELLANEOUS.........................................................................................13
SECTION 6.1 LIABILITY OF THE SELLER.......................................................................13
SECTION 6.2 MERGER OR CONSOLIDATION OF ANY SELLER OR PURCHASER............................................13
SECTION 6.3 LIMITATION ON LIABILITY OF THE SELLER AND OTHERS..............................................14
SECTION 6.4 AMENDMENT.....................................................................................14
SECTION 6.5 NOTICES.......................................................................................15
SECTION 6.6 MERGER AND INTEGRATION........................................................................16
SECTION 6.7 SEVERABILITY OF PROVISIONS....................................................................16
SECTION 6.8 INTENTION OF THE PARTIES......................................................................16
SECTION 6.9 GOVERNING LAW.................................................................................16
SECTION 6.10 COUNTERPARTS..................................................................................16
SECTION 6.11 CONVEYANCE OF THE MORTGAGE LOANS AND THE OTHER CONVEYED PROPERTY TO THE TRUST.................16
SECTION 6.12 NONPETITION COVENANT..........................................................................17
SECTION 6.13 MISCELLANEOUS.................................................................................17
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Schedules
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Schedule A - Schedule of Mortgage Loans Conveyed
-------------------------------------------------
Schedule B - Schedule of Representations
-----------------------------------------
ii
PURCHASE AGREEMENT AND ASSIGNMENT
THIS PURCHASE AGREEMENT AND ASSIGNMENT, dated as of May 1, 1999,
executed among Emergent Mortgage Holdings Corporation, a Delaware corporation
(the "Purchaser"), HomeGold, Inc., a South Carolina corporation (the "Seller")
and HomeGold Financial, Inc., a South Carolina corporation ("HomeGold
Financial").
W I T N E S S E T H:
WHEREAS, Purchaser has agreed to purchase from Seller, and Seller,
pursuant to this Agreement, is transferring to Purchaser the Mortgage Loans and
Other Conveyed Property.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, Purchaser and Seller, intending to be
legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General. The specific terms defined in this Article include
the plural as well as the singular. The words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision, and Article, Section,
Schedule and Exhibit references, unless otherwise specified, refer to Articles
and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms
used herein without definition shall have the respective meanings assigned to
such terms in the Sale and Servicing Agreement (defined herein).
Section 1.2 Specific Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
"Agreement" shall mean this Purchase Agreement and Assignment and all
amendments hereof and supplements hereto.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics liens and liens that
attach to a Mortgaged Property by operation of law.
"Mortgage Loans" means the mortgage loans listed on the Schedule of
Mortgage Loans Conveyed which were identified as of May 1, 1999 and any mortgage
loan substituting or replacing a Mortgage Loan pursuant to the terms of the Sale
and Servicing Agreement.
"Other Conveyed Property" means all monies at any time paid or payable
on the Mortgage Loans or in respect thereof after the Cut-off Date (including
amounts due on or before the Cut-off Date but received by the Seller after the
Cut-off Date), the insurance policies relating to the Mortgage Loans and all
Insurance Proceeds, the Mortgage Files, and any REO Property, together with all
collections thereon and proceeds thereof.
"Purchaser" means Emergent Mortgage Holdings Corporation.
"Related Documents" means the Unaffiliated Seller's Agreement, the
Insurance Agreement and the Indemnification Agreement among the Seller, the
Purchaser, Prudential Securities Incorporated, the Depositor, HomeGold
Financial, HomeGold Home Equity Loan Trust 1999-1 and Financial Securities
Assurance Corporation relating to the Policy.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of May 1, 1999, among Prudential Securities Secured Financing
Corporation, as Depositor, HomeGold, Inc., as Originator and Servicer, Fairbanks
Capital Corp., as Back-up Servicer and First Union National Bank, as Indenture
Trustee, as the same may be amended, modified or supplemented from time to time.
"Schedule of Mortgage Loans Conveyed" means the schedule of Mortgage
Loans and related mortgage notes attached hereto as Schedule A.
"Schedule of Representations" means the Schedule of Representations and
Warranties attached hereto as Schedule B.
"Seller Repurchase Event" means with respect to the Seller, the
occurrence of a breach of any of Seller's representations and warranties under
Schedule B hereto.
"Seller" means HomeGold, Inc.
Section 1.3 Usage of Terms. With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the Sale and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."
Section 1.4 Certain References. All references to the Stated Principal
Balance of a Mortgage Loan as of a Record Date shall refer to the close of
business on such day, or as of the first day of a Collection Period shall refer
to the opening of business on such day. All references to the last day of a
Collection Period shall refer to the close of business on such day.
Section 1.5 No Recourse. Without limiting the obligations of Seller
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of the
Seller, or of any predecessor or successor of the Seller.
Section 1.6 Action by or Consent of Noteholders. Whenever any provision
of this Agreement refers to action to be taken, or consented to, by Noteholders,
such provision shall be deemed to refer to Noteholders of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consent given, by Noteholders. Solely for the
purposes of any action to be taken, or consented to, by Noteholders, any Note
registered in the name of the Seller or any Affiliate thereof shall be deemed
not to be outstanding and shall not be taken into account in determining whether
the requisite percentage of the Note Principal Balance necessary to effect any
such action or consent has been obtained; provided, however, that, solely for
the purpose of determining whether the Indenture Trustee is entitled to rely
upon any such action or consent, only Notes which the Indenture Trustee knows to
be so owned shall be so disregarded.
Section 1.7 Material Adverse Effect. Whenever a determination is to be
made under this Agreement as to whether a given event, action, course of conduct
or set of facts or circumstances could or would have a material adverse effect
on the Trust or the Noteholders (or any similar or analogous determination),
such determination shall be made without taking into account the funds available
from claims under the Policy.
ARTICLE II
CONVEYANCE OF THE MORTGAGE LOANS
AND THE OTHER CONVEYED PROPERTY
Section 2.1 Conveyance of the Mortgage Loans. Subject to the terms and
conditions of this Agreement, the Seller hereby sells, to Purchaser without
recourse (but without limitation of its obligations in this Agreement), and
Purchaser hereby purchases, all right, title and interest of the Seller in and
to the Mortgage Loans and the Other Conveyed Property relating thereto. It is
the intention of the Seller and Purchaser that the transfer and assignment
contemplated by this Agreement shall constitute a sale of such Mortgage Loans
and the Other Conveyed Property relating thereto from the Seller to Purchaser,
conveying good title thereto free and clear of any Liens, and such Mortgage
Loans and Other Conveyed Property shall not be part of the Seller's estate in
the event of the filing of a bankruptcy petition by or against the Seller under
any bankruptcy or similar law.
Section 2.2 Purchase Price. Simultaneously with the conveyance of the
Mortgage Loans and the Other Conveyed Property relating thereto to Purchaser,
Purchaser has paid or caused to be paid to or upon the order of Seller, as full
consideration therefor, the net proceeds of the issuance of the Notes, by wire
transfer of immediately available funds (representing the proceeds to Purchaser
from the sale of the Mortgage Loans to the Depositor). Any excess of the value
of the Mortgage Loans and the Other Conveyed Property over such amount shall be
a capital contribution from the Seller to the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Seller. Seller makes
the following representations and warranties, on which Purchaser relies in
purchasing the Mortgage Loans and the Other Conveyed Property and in
transferring the Mortgage Loans and the Other Conveyed Property to the Depositor
under the Unaffiliated Seller's Agreement, on which the Depositor will rely in
transferring the Mortgage Loans and the Other Conveyed Property to the
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Trust, under the Sale and Servicing Agreement and on which the Trust will rely
in issuing the Notes and pledging the Mortgage Loans and the Other Conveyed
Property to the Indenture Trustee and on which the Insurer will rely in issuing
the Policy. Such representations are made (i) as of the execution and delivery
of this Agreement and (ii) as of the Closing Date, but shall survive the sale,
transfer and assignment of the Mortgage Loans and the Other Conveyed Property
hereunder, the sale, transfer and assignment thereof by the Seller to the
Depositor under the Unaffiliated Seller's Agreement and the sale, transfer
thereof by the Depositor to the Trust under the Sale and Servicing Agreement and
the pledge thereof by the Trust to the Indenture Trustee. Seller and Purchaser
agree that Purchaser will assign to the Depositor all of Purchaser's rights
under this Agreement, the Depositor will assign to the Trust, all of Purchaser's
rights under this Agreement and that the Trust will assign to the Indenture
Trustee all of the Purchaser's rights under this Agreement and that the
Indenture Trustee, to the extent provided in the Indenture, will be entitled to
enforce this Agreement directly against the Seller in the Trust's or the
Indenture Trustee's own name on behalf of the Noteholders and the Insurer.
(a) Schedule of Representations. The representations and warranties
made by the Seller and set forth on the Schedule of Representations are
true and correct;
(b) Organization and Good Standing. The Seller has been duly organized
and is validly existing as a corporation in good standing under the laws of
the State of South Carolina, with power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is currently conducted, and had at all relevant times and now has,
power, authority and legal right to enter into and perform its obligations
under this Agreement;
(c) Due Qualification. The Seller is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or
lease of its property or the conduct of its business requires such
qualification;
(d) Power and Authority. The Seller has the power and authority to
execute and deliver this Agreement and to carry out its terms; the Seller
has full power and authority to sell and assign the Mortgage Loans and
Other Conveyed Property to be sold and assigned to and deposited with
Purchaser hereunder and has duly authorized such sale and assignment to
Purchaser by all necessary corporate action and the execution, delivery and
performance of this Agreement has been duly authorized by the Seller by all
necessary corporate action;
(e) No False Statement. Neither this Agreement nor the information
contained in the Prospectus Supplement, other than under the captions "The
Insurer" and "Plan of Distribution," nor any statement, report or other
document prepared by the Seller and furnished or to be furnished pursuant
to this Agreement or in connection with the transactions contemplated
hereby contains any untrue statement or alleged untrue statement of any
material fact or omits to state a material fact necessary to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading;
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(f) Valid Sale; Binding Obligations. This Agreement has been duly
executed and delivered, shall effect a valid sale, transfer and assignment
of the Mortgage Loans and the Other Conveyed Property, enforceable against
the Seller and creditors of and purchasers from the Seller, and this
Agreement constitutes the legal, valid and binding obligation of the Seller
enforceable in accordance with its respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally
and by equitable limitations on the availability of specific remedies,
regardless of whether such enforceability is considered in a proceeding in
equity or at law;
(g) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms of this Agreement does not
conflict with, result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time) a default under,
the articles of incorporation or bylaws of the Seller, or any material
indenture, agreement, mortgage, deed of trust or other instrument to which
the Seller is a party or by which it is bound or any of its properties are
subject, or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Agreement or
violate any law, order, rule or regulation applicable to the Seller of any
court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Seller or
any of its properties, or in any way materially adversely affect the
interest of the Noteholders or the Indenture Trustee in any Mortgage Loan,
or affect the Seller's ability to perform its obligations under this
Agreement;
(h) No Proceedings. There are no proceedings or investigations pending
or, to the Seller's knowledge, threatened against the Seller, before any
court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Seller or its
properties (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Related
Documents, (iii) seeking any determination or ruling that might materially
and adversely affect the performance by the Seller of its obligations
under, or the validity or enforceability of, this Agreement, (iv) involving
the Seller or which might adversely affect the federal income tax or other
federal, state or local tax attributes of the Certificate or (v) that could
have a material adverse effect on the Mortgage Loans. To the Seller's
knowledge, there are no proceedings or investigations pending or threatened
against the Seller, before any court, regulatory body, administrative
agency or other tribunal or governmental instrumentality having
jurisdiction over the Seller or its properties relating to the Seller which
might adversely affect the federal income tax or other federal, state or
local tax attributes of the Notes;
(i) No Consents. The Seller is not required to obtain the consent of
any other party or any consent, license, approval or authorization, or
registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement except such consents as have been
obtained;
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(j) Approvals. All approvals, authorizations, orders or other actions
of any person, corporation or other organization, or of any court,
governmental agency or body or official, required in connection with the
execution and delivery by the Seller of this Agreement and the consummation
of the transactions contemplated hereby have been or will be taken or
obtained on or prior to the Closing Date; and
(k) Chief Executive Office. The chief executive office of HomeGold,
Inc. is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Section 3.2 Representations and Warranties of Purchaser. Purchaser
makes the following representations and warranties, on which Seller relies in
selling, assigning, transferring and conveying the Mortgage Loans and the Other
Conveyed Property to Purchaser hereunder. Such representations are made (i) as
of the execution and delivery of this Agreement and (ii) as of the Closing Date,
but shall survive the sale, transfer and assignment of the Mortgage Loans and
the Other Conveyed Property hereunder, the sale, transfer and assignment thereof
by Purchaser to the Depositor under the Unaffiliated Seller's Agreement and the
sale thereof by the Depositor to the Trust, under the Sale and Servicing
Agreement and the pledge thereof by the Trust to the Indenture Trustee under the
Indenture.
(a) Organization and Good Standing. Purchaser has been duly organized
and is validly existing and in good standing as a corporation under the
laws of the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are currently
owned and such business is currently conducted, and had at all relevant
times, and has, full power, authority and legal right to acquire and own
the Mortgage Loans and the Other Conveyed Property, and to transfer the
Mortgage Loans and the Other Conveyed Property to the Depositor pursuant to
the Unaffiliated Seller's Agreement;
(b) Due Qualification. Purchaser is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions where the failure to do so
would materially and adversely affect Purchaser's ability to acquire the
Mortgage Loans or the Other Conveyed Property or the validity or
enforceability of the Mortgage Loans and the Other Conveyed Property or to
perform Purchaser's obligations hereunder and under the Related Documents;
(c) Power and Authority. Purchaser has the power, authority and legal
right to execute and deliver this Agreement and to carry out the terms
hereof and to acquire the Mortgage Loans and the Other Conveyed Property
hereunder; and the execution, delivery and performance of this Agreement
and all of the documents required pursuant hereto have been duly authorized
by Purchaser by all necessary action;
(d) No Consent Required. Purchaser is not required to obtain the
consent of any other Person, or any consent, license, approval or
authorization or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery or
performance of this Agreement and the Related Documents, except for such as
have been obtained, effected or made;
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(e) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms, subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
liquidation and other similar laws and to general equitable principles;
(f) No Violation. The execution, delivery and performance by Purchaser
of this Agreement, the consummation of the transactions contemplated by
this Agreement and the Related Documents and the fulfillment of the terms
of this Agreement and the Related Documents do not and will not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or bylaws of Purchaser, or conflict with or
breach any of the terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, any indenture, agreement,
mortgage, deed of trust or other instrument to which Purchaser is a party
or by which Purchaser is bound or to which any of its properties are
subject, or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument (other than the Unaffiliated
Seller's Agreement, or violate any law, order, rule or regulation,
applicable to Purchaser or its properties, of any federal or state
regulatory body, any court, administrative agency, or other governmental
instrumentality having jurisdiction over Purchaser or any of its
properties; and
(g) No Proceedings. There are no proceedings or investigations pending,
or, to the knowledge of Purchaser, threatened against Purchaser, before any
court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality having jurisdiction over Purchaser or its
properties: (i) asserting the invalidity of this Agreement or any of the
Related Documents, (ii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Agreement or
any of the Related Documents, (iii) seeking any determination or ruling
that might materially and adversely affect the performance by Purchaser of
its obligations under, or the validity or enforceability of, this Agreement
or any of the Related Documents or (iv) that may adversely affect the
federal or state income tax attributes of, or seeking to impose any excise,
franchise, transfer or similar tax upon, the transfer and acquisition of
the Mortgage Loans and the Other Conveyed Property hereunder or the
transfer by Purchaser of the Mortgage Loans and the Other Conveyed Property
to the Depositor pursuant to the Unaffiliated Seller's Agreement.
In the event of any breach of a representation and warranty made by Purchaser
hereunder, the Seller covenants and agrees that it will take any action to
pursue any remedy that it may have hereunder, in law, in equity or otherwise,
until a year and a day have passed since the date on which all the Notes or
other similar securities issued by the Trust, or a trust or similar vehicle
formed by Purchaser, have been paid in full. The Seller and Purchaser agree
that damages will not be an adequate remedy for such breach and that this
covenant may be specifically enforced by Purchaser or by the Indenture Trustee
on behalf of the Trust.
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Section 3.3 Indemnification.
(a) The Seller shall defend, indemnify and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any and all costs, expenses,
losses, damages, claims, and liabilities, arising out of or resulting from
any breach of any of the Seller's representations and warranties contained
herein;
(b) The Seller shall defend, indemnify and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any and all costs, expenses,
losses, damages, claims, and liabilities, arising out of or resulting, from
the use, ownership or operation by the Seller or any affiliate thereof of a
Mortgaged Property;
(c) The Seller will defend and indemnify Purchaser, the Depositor, the
Trust, the Owner Trustee, the Noteholders, the Indenture Trustee and the
Insurer against any and all costs, expenses, losses, damages, claims and
liabilities arising out of or resulting from any action taken, or any
action failed to be taken that is required to be taken under this
Agreement, by it in respect of any portion of the Trust Property other than
in accordance with this Agreement;
(d) The Seller agrees to pay, and shall defend, indemnify and hold
harmless Purchaser, the Depositor, the Trust, the Owner Trustee, the
Noteholders, the Indenture Trustee and the Insurer from and against any
taxes that may at any time be asserted against such Person with respect to
the transactions contemplated in this Agreement, including, without
limitation, any sales, gross receipts, general corporation, tangible or
intangible personal property, privilege, or license taxes (but, not
including any taxes asserted with respect to, and as of the date of, the
sale, transfer and assignment of the Mortgage Loans and the Other Conveyed
Property to Purchaser, the conveyance of the Mortgage Loans or Other
Conveyed Property under the Unaffiliated Seller's Agreement and the
conveyance of the Mortgage Loan and Other Conveyed Property to the Trust
under the Sale and Servicing Agreement and the pledge of the Mortgage Loans
and Other Conveyed Property to the Indenture Trustee under the Indenture or
the issuance and original sale of the Notes or the Certificate, or asserted
with respect to ownership of the Mortgage Loans and Other Conveyed Property
or the Trust, in each case which shall be indemnified by the Seller
pursuant to clause (e) below, or federal, state or other income taxes,
arising out of distributions on the Certificate or transfer taxes arising
in connection with a transfer of the Certificate) and costs and expenses in
defending against the same, arising by reason of the acts to be performed
by the Seller under this Agreement or imposed against such Persons;
(e) The Seller agrees to pay, and to indemnify, defend and hold
harmless Purchaser, the Depositor, Trust, the Owner Trustee, the
Noteholders, the Indenture Trustee from, any taxes which may at any time be
asserted against such Persons with respect to, and as of the date of, the
conveyance or ownership of the Mortgage Loans or the Other Conveyed
Property hereunder, the conveyance or ownership of the Mortgage Loans or
Other Conveyed Property to the Depositor under the Unaffiliated Seller's
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Agreement and the conveyance or ownership of the Mortgage Loans and Other
Conveyed Property to the Trust under the Sale and Servicing Agreement and
the pledge of the Mortgage Loans and Other Conveyed Property to the
Indenture Trustee under the Indenture or the issuance and original sale of
the Notes pursuant to the Indenture or the Certificate pursuant to the
Trust Agreement, including, without limitation, any sales, gross receipts,
personal property, tangible or intangible personal property, privilege or
license taxes (but not including any federal or other income taxes,
including franchise taxes, arising out of the transactions contemplated
hereby or transfer taxes arising in connection with a transfer of the
Certificate) and costs and expenses in defending against the same, arising
by reason of the acts to be performed by each Seller under this Agreement
or imposed against such Persons;
(f) The Seller shall defend, indemnify, and hold harmless Purchaser,
the Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any and all costs, expenses,
losses, claims, damages, and liabilities to the extent that such cost,
expense, loss, claim, damage, or liability arose out of, or was imposed
upon such Person through, the negligence, willful misfeasance, or bad faith
of the Seller in the performance of its duties under this Agreement or by
reason of reckless disregard of each Seller's obligations and duties under
this Agreement;
(g) The Seller shall indemnify, defend and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Insurer from and against any loss, liability or expense
incurred by reason of the violation by the Seller of federal or state
securities laws in connection with the registration or the sale of the
Notes or the issuance of the Certificate ; and
(h) The Seller shall indemnify, defend and hold harmless Purchaser, the
Depositor, the Trust, the Owner Trustee, the Noteholders, the Indenture
Trustee and the Noteholders from and against any loss, liability or expense
imposed upon, or incurred by, such Person as a result of the failure of any
Mortgage Loan, or the sale of the related Mortgage Property to comply with
all requirements of applicable law.
Indemnification under this Section 3.3 shall include reasonable fees
and expenses of counsel and expenses of litigation and shall survive termination
of the Trust Fund. The indemnity obligations hereunder shall be in addition to
any obligation that the Seller may otherwise have.
Section 3.4 Representations and Warranties of HomeGold Financial.
HomeGold Financial hereby represents and warrants to the Purchaser as of the
date of execution of this Agreement and as of the Closing Date, that:
(a) HomeGold Financial is a corporation duly organized, validly
existing and in good standing under the laws of the State of South
Carolina;
(b) HomeGold Financial has the corporate power and authority to
execute, deliver and perform, and to enter into and consummate all the
transactions contemplated by this Agreement;
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(c) This Agreement has been duly and validly authorized, executed and
delivered by HomeGold Financial, and constitutes the legal, valid and
binding agreement of HomeGold Financial, enforceable against HomeGold
Financial in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights of creditors generally,
and by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of or registration or
filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by HomeGold
Financial with this Agreement or the consummation by it of any of the
transactions contemplated hereby or thereby, except such as have been made
on or prior to the Closing Date; and
(e) None of the execution and delivery of this Agreement, the
consummation of the other transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this
Agreement, (i) conflicts or will conflict with the charter or bylaws of
HomeGold Financial or conflicts or will conflict with or results or will
result in a breach of, or constitutes or will constitute a default or
results or will result in an acceleration under, any term, condition or
provision of any material indenture, deed of trust, contract or other
agreement or other instrument to which HomeGold Financial is a party or by
which it is bound and which is material to HomeGold Financial, or (ii)
results or will result in a violation of any law, rule, regulation, order,
judgment or decree of any court or governmental authority having
jurisdiction over HomeGold Financial.
ARTICLE IV
COVENANTS OF THE SELLER
Section 4.1 Protection of Title of Purchaser, the Depositor and the
Trust.
(a) At or prior to the Closing Date, the Seller shall have filed or
caused to be filed a UCC-1 financing statement, executed by the Seller as
seller or debtor, naming Purchaser as purchaser or secured party and
describing the Mortgage Loans and the Other Conveyed Property being sold by
it to Purchaser as collateral, with the office of the Secretary of State of
the State of South Carolina and in such other locations as Purchaser shall
have required. From time to time thereafter, the Seller shall execute and
file such financing statements and cause to be executed and filed such
continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of
Purchaser under this Agreement, of the Depositor under the Unaffiliated
Seller's Agreement and of the Trust under the Sale and Servicing Agreement
and of the Indenture Trustee under the Indenture in the Mortgage Loans and
the Other Conveyed Property, as the case may be, and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to Purchaser,
the Depositor, the Trust, the Indenture Trustee, and the Insurer
file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing. In the event
that each
10
Seller fails to perform its obligations under this subsection, Purchaser, the
Depositor, the Trust, the Owner Trustee or the Indenture Trustee may do so, at
the expense of the Seller.
(b) The Seller shall not change its name, identity, or corporate
structure in any manner that would, could or might make any financing
statement or continuation statement filed by the Seller (or by Purchaser,
the Trust, the Owner Trustee, the Depositor or the Indenture Trustee on
behalf of the Seller) in accordance with paragraph (a) above seriously
misleading within the meaning of ss. 9-402(7) of the UCC, unless the Seller
shall have given Purchaser, the Trust, the Owner Trustee, the Depositor or
the Indenture Trustee and the Insurer at least 60 days' prior written
notice thereof, and shall promptly file appropriate amendments to all
previously filed financing statements and continuation statements.
(c) The Seller shall give Purchaser, the Trust, the Owner Trustee, the
Depositor and the Insurer (so long as an Insurer Default shall not have
occurred and be continuing), and the Indenture Trustee at least 60 days'
prior written notice of any relocation of its principal executive office
if, as a result of such relocation, the applicable provisions of the UCC
would require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement. The Seller
shall at all times maintain each office from which it services Mortgage
Loans and its principal executive office within the United States of
America.
(d) The Seller shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Mortgage Loans to
Purchaser, the conveyance of the Mortgage Loans by Purchaser to the
Depositor and the conveyance of the Mortgage Loans by the Depositor to the
Trust and the pledge of the Mortgage Loans to the Indenture Trustee on
behalf of the Noteholders and the Insurer, the Seller's master computer
records (including archives) that shall refer to a Mortgage Loan indicate
clearly that such Mortgage Loan has been sold to Purchaser and has been
conveyed by Purchaser to the Depositor and by the Depositor to the Trust
and pledged by the Trust to the Indenture Trustee on behalf of the
Noteholders and the Insurer. Indication of the Trust's ownership of a
Mortgage Loan shall be deleted from or modified on each Seller's computer
systems when, and only when, the Mortgage Loan shall become a Deleted
Mortgage Loan, shall have been repurchased or shall have been paid in full.
(e) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in mortgage loans to any
prospective purchaser, lender or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes,
records, or print-outs (including any restored from archives) that, if they
shall refer in any manner whatsoever to any Mortgage Loan shall indicate
clearly that such Mortgage Loan has been sold to Purchaser, sold by
Purchaser to the Depositor and pledged by the Trust to the Indenture
Trustee and is owned by the Trust.
Section 4.2 Other Liens or Interests. Except for the conveyances
contemplated hereunder, the Seller will not sell, pledge, assign or transfer to
any other Person, or grant, create, incur, assume or suffer to exist any Lien on
the Mortgage Loans or the Other Conveyed Property or any interest therein, and
the Seller shall defend the right, title, and interest of Purchaser, the
11
Depositor, Trust and the Indenture Trustee in and to the Mortgage Loans and the
Other Conveyed Property against all claims of third parties claiming through or
under the Seller.
Section 4.3 Costs and Expenses. The Seller shall pay all reasonable
costs and disbursements in connection with the performance of its obligations
hereunder and its Related Documents.
ARTICLE V
REPURCHASES
Section 5.1 Repurchase of Mortgage Loans Upon Breach of Warranty.
(a) Upon the occurrence of a Seller Repurchase Event, the Seller shall,
unless such breach shall have been cured in all material respects,
repurchase the related Mortgage Loan from the Trust within 60 days
following discovery or notice to the Seller of such breach pursuant to
Section 2.04 of the Sale and Servicing Agreement and the Seller shall pay
the Purchase Price as provided in the Sale and Servicing Agreement. In lieu
of repurchasing any such Mortgage Loan, the Seller may cause such Mortgage
Loan to be removed from the Trust and substitute one or more Qualified
Substitute Mortgage Loans in the manner provided in Section 2.05 of the
Sale and Servicing Agreement. To the extent the Seller fails to effect its
repurchase obligation, HomeGold Financial shall repurchase the related
Mortgage Loan and pay the Purchase Price to the Indenture Trustee on such
date. The provisions of this Section 5.1 are intended to grant the Trust
and the Indenture Trustee a direct right against the Seller to demand
performance hereunder, and in connection therewith the Seller and HomeGold
Financial waive any requirement of prior demand against the Depositor or
Purchaser with respect to such repurchase or substitution obligation. Any
such purchase or substitution resulting from a Seller Repurchase Event
shall take place in the manner specified in Section 2.05 of the Sale and
Servicing Agreement. Notwithstanding any other provision of this Agreement
or the Sale and Servicing Agreement to the contrary, the obligation of the
Seller and HomeGold Financial under this Section shall be performed in
accordance with the terms hereof notwithstanding the failure of the
Servicer, the Unaffiliated Seller, the Trust and the Depositor to perform
any of their respective obligations with respect to such Mortgage Loan
under the Sale and Servicing Agreement.
(b) In addition to the foregoing, the Seller shall promptly purchase
from Purchaser (or provide for the substitution of a Qualified Substitute
Mortgage Loan) any Mortgage Loan repurchased by Purchaser (in its capacity
as Seller under the Unaffiliated Seller's Agreement) upon the occurrence of
an Unaffiliated Seller Repurchase Event (as defined therein) involving a
breach by Purchaser (in its capacity as Seller under the Unaffiliated
Seller's Agreement) pursuant to Section 3.05 of the Unaffiliated Seller's
Agreement.
(c) In addition to the foregoing and notwithstanding whether the
related Mortgage Loan shall have been purchased by the Seller or HomeGold
Financial, the Seller shall indemnify the Trust, the Owner Trustee, the
Depositor, the Indenture Trustee,
12
the Noteholders and the Insurer against all costs, expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a
result of third party claims arising out of the events or facts giving rise
to a repurchase or substitution under Section 2.05 of the Sale and
Servicing Agreement and Section 3.05 of the Unaffiliated Seller's Agreement
or this Section 5.1 hereof.
Section 5.2 Reassignment of Purchased Mortgage Loans. Upon deposit in
the Collection Account of the Purchase Price of any Mortgage Loan repurchased by
the Seller or the substitution of a Qualified Substitute Mortgage Loan under
Section 5.1 hereof, the Servicer the Depositor, the Trust and the Indenture
Trustee, shall take such steps as may be reasonably requested by the Seller in
order to assign to the Seller all of Purchaser's, the Trust's, the Depositor's,
and the Indenture Trustee's right, title and interest in and to such repurchased
Mortgage Loan or Mortgage Loan for which substitution was made and all security
and documents and all Other Conveyed Property conveyed or pledged, as the case
may be, to Purchaser, the Depositor, Trust and the Indenture Trustee, directly
relating thereto, without recourse, representation or warranty, except as to the
absence of liens, charges or encumbrances created by or arising as a result of
actions of Purchaser, the Depositor, the Trust or the Indenture Trustee. Such
assignment shall be a sale and assignment outright, and not for security. If,
following the reassignment of a Mortgage Loan, in any enforcement suit or legal
proceeding, it is held that the Seller may not enforce any such Mortgage Loan on
the ground that it shall not be a real party in interest or a holder entitled to
enforce the Mortgage Loan, the Servicer, the Trust and the Indenture Trustee,
shall, at the expense of the Seller, take such steps as the Seller deems
reasonably necessary to enforce the Mortgage Loan, including bringing suit in
Purchaser's, the Trust's or the Indentured Trustee's name or the names of the
Noteholders.
Section 5.3 Waivers. No failure or delay on the part of Purchaser, the
Depositor, the Trust or the Indenture Trustee as assignee of Purchaser, in
exercising any power, right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or future exercise thereof or the exercise of
any other power, right or remedy.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Liability of the Seller. The Seller shall be liable in
accordance herewith only to the extent of the obligations in this Agreement
specifically undertaken by the Seller and its representations and warranties.
Section 6.2 Merger or Consolidation of Any Seller or Purchaser. Any
corporation or other entity (i) into which the Seller, Purchaser or HomeGold
Financial may be merged or consolidated, (ii) resulting from any merger or
consolidation to which the Seller, Purchaser or HomeGold Financial is a party or
(iii) succeeding to the business of the Seller, Purchaser or HomeGold Financial,
in the case of Purchaser, which corporation has a certificate of incorporation
containing provisions relating to limitations on business and other matters
substantively identical to those contained in Purchaser's certificate of
incorporation, and in each
13
of the foregoing cases such corporation shall execute an agreement of assumption
to perform every obligation of the Seller, Purchaser or HomeGold Financial, as
the case may be, under this Agreement, provided that, whether or not such
assumption agreement is executed, shall be the successor to the Seller,
Purchaser or HomeGold Financial, as the case may be, hereunder (without
relieving the Seller, Purchaser or HomeGold Financial of its responsibilities
hereunder, if it survives such merger or consolidation) without the execution or
filing of any document or any further act by any of the parties to this
Agreement. Notwithstanding the foregoing, so long as a an Insurer Default shall
not have occurred and be continuing, Purchaser shall not merge or consolidate
with any other Person or permit any other Person to become the successor to
Purchaser's business without the prior written consent of the Insurer. The
Seller, Purchaser or HomeGold Financial shall promptly inform the other party,
the Indenture Trustee, and, so long as a an Insurer Default shall not have
occurred and be continuing, the Insurer of such merger, consolidation or
purchase and assumption. Notwithstanding the foregoing, as a condition to the
consummation of the transactions referred to in clauses (i), (ii) and (iii)
above, (x) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Sections 3.1, 3.2 and 3.4 or
covenant made pursuant to Section 3.3, shall have been breached (for purposes
hereof, such representations and warranties shall speak as of the date of the
consummation of such transaction) and no event that, after notice or lapse of
time, or both, would become an event of default under the Insurance Agreement,
shall have occurred and be continuing, (y) the Seller, Purchaser or HomeGold
Financial, as applicable, shall have delivered to the Trust, the Owner Trustee
and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel
each stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section 6.2 and that all conditions precedent, if
any, provided for in this Agreement relating to such transaction have been
complied with, and (z) the Seller, Purchaser or HomeGold Financial, as
applicable, shall have delivered to the Trust, the Owner Trustee and the
Indenture Trustee an Opinion of Counsel, stating, in the opinion of such
counsel, either (A) all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary to preserve
and protect the interests of the Trust and the Indenture Trustee in the Trust
Property and reciting the details of the filings or (B) no such action shall be
necessary to preserve and protect such interest.
Section 6.3 Limitation on Liability of the Seller and Others. The
Seller and any director, officer, employee or agent of the Seller may rely in
good faith on the advice of counsel or on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
under this Agreement. The Seller shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its obligations
under this Agreement or its Related Documents and that in its opinion may
involve it in any expense or liability.
Section 6.4 Amendment.
(a) This Agreement may be amended by the Seller, Purchaser and HomeGold
Financial, with the prior written consent of the Insurer (so long as an
Insurer Default shall not have occurred and be continuing) but without the
consent of the Indenture Trustee, or any of the Noteholders (unless an
Insurer Default shall have occurred, in which event the consent of the
Noteholders with Voting Rights equal to or in excess of 50% of the Voting
Rights shall be obtained) (i) to cure any ambiguity or (ii) to correct any
provisions in this
14
Agreement; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee, adversely affect
in any material respect the interests of any Noteholder.
(b) This Agreement may also be amended from time to time by the Seller,
Purchaser and HomeGold Financial with the prior written consent of the
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) and with the consent of the Indenture Trustee, and holders of
Notes evidencing a majority of the aggregate Note Principal Balance of the
then Outstanding Notes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the Noteholders;
provided, however, that no such amendment shall (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections
of payments on Mortgage Loans or distributions that shall be required to be
made on any Note or the Interest Rates or (ii) reduce the aforesaid
percentage required to consent to any such amendment or any waiver
hereunder, without the consent of the Holders of all Notes then
outstanding.
(c) Prior to the execution of any such amendment or consent, HomeGold
Financial shall have furnished written notification of the substance of
such amendment or consent to each Rating Agency.
(d) Promptly after the execution of any such amendment or consent, the
Indenture Trustee shall furnish written notification of the substance of
such amendment or consent to each Noteholder.
(e) It shall not be necessary for the consent of Noteholders pursuant
to this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Noteholders shall be subject
to such reasonable requirements as the Indenture Trustee, may prescribe,
including the establishment of record dates. The consent of any Holder of a
Note given pursuant to this Section or pursuant to any other provision of
this Agreement shall be conclusive and binding on such Holder and on all
future Holders of such Note and of any Note issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation
of such consent is made upon the Note.
Section 6.5 Notices. All demands, notices and communications to any of
the Seller, Purchaser or HomeGold Financial hereunder shall be in writing,
personally delivered, or sent by telecopier (subsequently confirmed in writing),
reputable overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been given upon receipt (a) in the case
of the Seller, to HomeGold, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇, (b) in the case of HomeGold Financial, to
HomeGold Financial, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, or (c) in the case of Purchaser, to Emergent Mortgage
Holdings Corporation, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
15
Section 6.6 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement, the Sale and Servicing Agreement, the
Indenture and the Related Documents set forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement, the Sale and Servicing
Agreement, the Indenture and the Related Documents. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.
Section 6.7 Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 6.8 Intention of the Parties. The execution and delivery of
this Agreement shall constitute an acknowledgment by the Seller and Purchaser
that they intend that the assignment and transfer herein contemplated constitute
a sale and assignment outright, and not for security, of the Mortgage Loans and
the Other Conveyed Property conveying good title thereto free and clear of any
Liens, from the Seller to Purchaser, and that none of the Mortgage Loans and the
Other Conveyed Property shall be a part of the Seller's estate in the event of
the bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy or similar
law, or the occurrence of another similar event, of, or with respect to, the
Seller. In the event that such conveyance is determined to be made as security
for a loan made by Purchaser, the Depositor, the Indenture Trustee, the Trust or
the Noteholders to the Seller, as applicable, the parties intend that the Seller
shall have granted to Purchaser a security interest in all right, title and
interest in and to the Mortgage Loans and the Other Conveyed Property conveyed
pursuant to Section 2.1 hereof, and that this Agreement shall constitute a
security agreement under applicable law.
Section 6.9 Governing Law. This Agreement shall be construed in
accordance with, the laws of the State of New York without regard to the
principles of conflicts of laws thereof and the obligations, rights and remedies
of the parties under this Agreement shall be determined in accordance with such
laws.
Section 6.10 Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
Section 6.11 Conveyance of the Mortgage Loans and the Other Conveyed
Property to the Trust. The Seller acknowledges that Purchaser intends, pursuant
to the Unaffiliated Seller's Agreement, to convey the Mortgage Loans and the
Other Conveyed Property relating thereto, together with its respective rights
under this Agreement, to the Depositor on the date hereof, and that the
Depositor intends, pursuant to the Sale and Servicing Agreement, to convey such
Mortgage Loans and the Other Conveyed Property, together with its respective
rights under this Agreement, to the Trust on the date hereof and that the Trust
intends pursuant to the Indenture, to pledge such Mortgage Loans and other
Conveyed Property together with its rights under this Agreement to the Indenture
Trustee. The Seller acknowledges and
16
consents to such conveyance and pledge and waives any further notice thereof and
covenants and agrees that the representations and warranties of the Seller
contained in this Agreement and the rights of Purchaser hereunder are intended
to benefit the Depositor, the Insurer, the Indenture Trustee and the
Noteholders. In furtherance of the foregoing, the Seller covenants and agrees to
perform its duties and obligations hereunder, in accordance with the terms
hereof for the benefit of the Depositor, the Insurer, the Indenture Trustee, the
Trust, the Owner Trustee, and the Noteholders and that, notwithstanding anything
to the contrary in this Agreement, the Seller shall be directly liable to the
Depositor, the Owner Trustee, the Trust, the Insurer, the Indenture Trustee and
the Noteholders (notwithstanding any failure by the Servicer, Purchaser, the
Depositor or the Trust to perform its duties and obligations hereunder or under
the Sale and Servicing Agreement) and that the Trust and Indenture Trustee, may
enforce the duties and obligations of the Seller under this Agreement against
the Seller for the benefit of the Insurer, the Trust and the Noteholders.
Section 6.12 Nonpetition Covenant. Until one year and one day after the
termination of the Trust, neither the Seller, nor HomeGold Financial nor the
Purchaser shall petition or otherwise invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Trust, the Depositor (or, in the case of the Seller and HomeGold Financial,
against Purchaser) under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust, the Depositor (or
Purchaser) or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Trust, the Depositor (or Purchaser).
Section 6.13 Miscellaneous. The parties agree that each of the Insurer,
the Owner Trustee, the Depositor, and the Indenture Trustee is an intended
third-party beneficiary of this Agreement to the extent necessary to enforce the
rights and to obtain the benefit of the remedies of the Purchaser under this
Agreement which are assigned to the Depositor pursuant to the Unaffiliated
Seller's Agreement and to the Trust pursuant to the Sale and Servicing Agreement
and to the Indenture Trustee for the benefit of the Noteholders pursuant to the
Indenture and to the extent necessary to obtain the benefit of the enforcement
of the obligations and covenants of the Seller under Section 3.3 and 5.1 of this
Agreement.
17
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.
EMERGENT MORTGAGE HOLDINGS
CORPORATION, as Purchaser
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
HOMEGOLD, INC., as Seller
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
HOMEGOLD FINANCIAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President, Chief
Financial Officer and Treasurer
[Signature Page to the Purchase Agreement and Assignment]
SCHEDULE OF MORTGAGE LOANS CONVEYED
SCHEDULE A
A-1
account pool name1 curr_bal
12 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ $7,569.55
196 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $13,168.92
1715 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ $28,936.80
1902 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $22,749.21
1949 A1 ▇▇▇ ▇▇▇▇▇ $32,009.06
2004 A1 ▇▇▇▇▇▇ ▇▇▇▇ $23,824.82
2267 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $14,639.74
2281 A1 ▇▇▇▇ ▇▇▇▇▇▇ $23,644.17
2342 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $23,496.27
2755 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $18,858.74
2775 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $24,538.34
3037 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $17,832.66
3089 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $16,214.63
3197 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $7,377.22
3244 A1 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $18,085.05
3330 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $21,940.00
3566 A1 ▇▇▇▇▇▇▇ E CHILDRESS $14,804.65
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $3,910.88
30094 A1 ▇▇▇ ▇▇▇▇▇▇▇ $10,089.20
35491 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $1,403.06
60038 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $27,066.95
60065 A1 ALLSTATE PROPERTIES INC $12,174.43
60135 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $5,907.85
60152 A1 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ $4,066.11
60254 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $11,308.26
60266 A1 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $9,699.47
60272 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ $12,036.79
60291 A1 JO ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $6,261.35
60450 A1 ▇▇▇▇ ▇ ▇▇▇▇ $2,312.43
60451 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $8,725.94
60454 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ JOY $5,065.74
60612 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $7,137.06
60697 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $6,766.25
60699 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $29,355.91
60710 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $22,573.32
60761 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $23,976.54
60766 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $27,395.31
60852 A1 ▇▇▇▇▇ ▇▇▇ $10,866.29
60867 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $13,324.48
60933 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ $7,292.76
60950 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ $5,681.57
61016 A1 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $9,377.09
61065 A1 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $23,398.05
61159 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ $18,574.38
61191 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $22,513.77
61219 A1 ▇▇▇▇▇ ▇ ▇▇▇ $1,535.60
61248 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ $21,828.06
61285 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $16,391.86
61293 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $35,329.59
61485 A1 ▇▇▇▇▇▇ PROPERTIES TRUST $64,349.27
61496 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $1,771.97
61524 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ $16,855.95
61608 A1 ▇▇▇▇▇▇ ▇ ▇▇▇ $8,547.15
61624 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $18,091.40
61926 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ $30,778.09
62217 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $2,528.11
62230 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $37,646.45
62288 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇(EST OF) $34,044.07
62347 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ $6,179.22
62416 A1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $14,524.31
62519 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $1,281.35
62535 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $37,782.23
62543 A1 ▇▇▇▇▇ ▇▇▇▇▇ $33,531.49
62567 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $8,322.18
62590 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ $4,332.45
62667 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $16,356.57
62676 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $13,047.49
62679 A1 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ $34,996.34
62689 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $27,450.16
62694 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $26,532.88
62815 A1 ▇▇▇▇ ▇▇▇▇ $29,005.07
62885 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $7,487.86
62914 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $61,506.02
63012 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $29,280.80
63033 A1 ▇▇▇▇ ▇ ▇▇▇▇▇ $4,245.48
63060 A1 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ $14,659.45
63071 A1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $21,732.57
63122 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $30,291.35
63131 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $22,836.12
63144 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $28,524.57
63171 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ $18,475.25
63209 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $20,808.73
63260 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $41,732.17
63323 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $18,729.18
63436 A1 ▇▇▇▇▇ ▇▇▇▇ $8,360.67
63547 A1 ▇▇▇▇▇▇ ▇▇▇▇ $40,448.40
63548 A1 ▇▇▇▇▇▇ ▇▇▇▇ $6,375.57
63597 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $42,359.09
63609 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $40,901.79
63639 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $35,975.04
63796 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ $35,922.20
63807 A1 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $19,776.88
63870 A1 ▇▇▇ ▇ ▇▇▇▇▇ $37,845.60
63880 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $36,789.52
63883 A1 ▇▇▇▇▇ ▇▇▇▇ $23,737.23
63888 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $15,777.72
64029 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $31,768.43
64113 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $41,452.33
64141 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $41,320.90
64170 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ III $41,167.88
64202 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $22,949.21
64238 A1 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ $10,504.74
64263 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $23,807.64
64287 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $35,207.88
64291 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ $275,233.01
64306 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $15,117.35
64312 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $11,272.48
64313 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $35,576.74
64338 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $39,499.07
64369 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ $32,196.04
64374 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $34,081.05
64401 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $16,121.20
64402 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $20,149.12
64403 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $32,799.84
64406 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ $36,000.09
64470 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $29,065.85
64497 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ $10,730.26
64591 A1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $25,965.57
64596 A1 ▇▇▇▇ ▇▇▇▇▇ HAYNESWORTH $32,636.65
64599 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $41,956.36
64602 A1 ▇▇▇▇▇▇ SOMCHEEN $38,586.70
64625 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $31,291.78
64631 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ $36,829.29
64650 A1 ▇▇▇▇▇ ▇▇▇▇▇ $17,863.60
64798 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $29,479.63
64895 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $24,431.55
64938 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $29,624.19
64948 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $27,616.67
65057 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ (EST OF) $18,725.73
65234 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $32,326.01
65312 A1 R ▇▇▇▇▇ ▇▇▇▇▇▇▇ $36,541.03
65378 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $43,000.36
65413 A1 ▇▇▇▇▇ ▇'▇▇▇▇ $39,060.90
65454 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $7,621.27
65578 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇ $20,987.02
65629 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $43,556.44
65753 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $15,758.72
65797 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $43,899.18
65841 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $40,658.86
65922 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $25,768.09
65964 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $13,730.25
65969 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $38,802.53
66009 A1 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $31,102.55
66015 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $38,559.65
66016 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $39,867.02
66025 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ $38,830.28
66032 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $39,859.50
66070 A1 ▇▇▇▇▇ ▇ ▇▇▇ $31,371.01
66071 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $38,943.32
66108 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $40,375.00
66140 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $40,508.39
66164 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $19,602.88
66178 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $36,537.98
66202 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $35,910.31
66255 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $21,028.13
66277 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $27,062.43
66279 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $43,751.31
66302 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ $31,763.10
66310 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $22,986.40
66322 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $32,975.80
66334 A1 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ $35,199.98
66344 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $25,470.38
66349 A1 LOLA ▇▇▇ ▇▇▇▇▇▇▇ $40,823.57
102601 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $14,268.32
627221 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $43,995.60
653821 A1 ▇▇▇▇ ▇▇▇▇▇▇ $13,073.00
1002649 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $38,596.08
1002933 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $28,065.45
1002938 A1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $22,751.13
1003485 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $14,984.08
1003923 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $8,824.44
1004047 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $8,713.16
1004314 A1 ▇▇▇▇▇▇▇▇ L HAMPSHIRE $28,684.20
1004419 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $27,264.58
1004550 A1 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ $24,613.88
1004790 A1 ▇▇▇▇▇ ▇▇▇▇ $10,127.21
1005946 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $19,922.98
1006125 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $42,137.13
4000999 A1 ▇▇▇▇▇ ▇ ▇▇▇ $35,365.37
4001078 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $19,830.84
5001031 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $3,422.10
5004221 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ $17,873.07
5005618 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $51,445.18
5006005 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $19,211.87
5006053 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $36,001.50
5006058 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $26,318.37
5006067 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $32,079.94
5006729 A1 ▇▇▇▇ ▇ ▇▇▇▇ $37,374.43
5007034 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $42,689.38
5007122 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $27,138.37
5007380 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $36,074.19
5007409 A1 ▇▇▇ ▇▇▇▇▇▇▇ $20,490.64
5007643 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $24,362.69
5008176 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $25,822.13
5008199 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $33,812.19
5008201 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $26,744.72
5008317 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $42,071.53
5008365 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $34,597.01
5008402 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇-BEGUETTE $37,963.35
5008422 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $72,730.59
5008588 A1 ▇▇▇▇ ▇ ▇▇▇▇▇ $23,865.06
5008629 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $36,554.18
5008679 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $19,484.55
5008718 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $41,070.26
5008736 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $16,131.08
5008784 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $29,442.52
5008867 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $30,979.71
5008888 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $35,064.52
5008957 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ $22,009.98
5009786 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ $36,152.89
7000725 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $23,328.39
7000796 A1 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $31,368.94
7000948 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $6,346.26
7000982 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $42,172.18
7001029 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $26,283.24
7001040 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $34,964.52
7001067 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $29,606.39
7001090 A1 ▇▇▇▇ ▇▇▇▇▇ $18,092.72
7001126 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $14,838.59
7001250 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $23,598.14
7001366 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $15,427.65
7001447 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ $12,143.39
7001486 A1 ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ $27,999.57
7001524 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $27,869.14
7001525 A1 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ $29,178.10
7001546 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $33,251.33
7001567 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $11,460.09
7001610 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ $25,556.90
7001626 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $80,390.99
7001643 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $32,327.58
7001665 A1 LAWYER ▇▇▇▇▇▇▇ $35,000.00
7001675 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $19,772.28
7001678 A1 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ $31,627.29
7001778 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $35,723.75
7001793 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ $1,474.74
7001816 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $35,000.00
7001836 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $32,239.13
7001844 A1 LAYTHERIA ▇▇▇▇▇▇▇ $43,894.28
7001888 A1 ▇▇▇▇▇▇ ▇▇▇▇ JR $37,089.77
7001895 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $15,875.30
7001896 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $16,614.37
7001904 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $21,254.10
7001965 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ $30,474.81
7001991 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $37,398.59
7002016 A1 ▇▇▇▇▇▇▇ ▇▇▇▇ $40,384.73
7002061 A1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $19,256.00
7002068 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ $33,583.31
7002070 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $37,590.53
7002096 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ $41,551.39
7002152 A1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $35,267.11
7002163 A1 ▇▇▇▇▇ ▇▇▇▇ $30,684.47
7002186 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ HAMBURG $33,257.98
8000512 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $56,817.24
8001440 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ $48,467.65
8001617 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $9,792.45
8002157 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $50,624.06
8002330 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $45,190.80
8002480 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ $4,567.77
8002629 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ $27,754.13
8002815 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $7,332.32
8002839 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $22,400.27
8003022 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $62,699.19
8003032 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $60,747.77
8003033 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $10,478.52
8003034 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $91,635.12
8003152 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $52,981.33
8003172 A1 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $8,685.61
8003187 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $34,538.59
8003200 A1 ▇▇▇▇▇ ▇ ▇▇▇ $14,688.13
8003315 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $154,517.79
8003502 A1 ▇▇▇▇ ▇▇▇▇▇▇ $52,314.36
8003681 A1 ▇▇▇▇ ▇▇▇▇▇▇▇ $48,247.67
8003750 A1 ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ $44,343.38
8003795 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $62,294.45
8003796 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $14,693.24
8003853 A1 ▇▇▇▇ ▇▇▇▇▇▇▇ $32,093.63
8003900 A1 ▇▇▇▇▇ CUTTING $49,600.00
8003998 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ $49,200.00
8004006 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $63,946.43
8004046 A1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ $45,231.68
8004080 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $29,994.85
8005014 A1 ▇▇▇▇▇ ▇▇▇▇▇ $37,487.09
8005017 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $52,050.49
8005026 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $56,683.17
8005045 A1 ▇▇▇▇▇▇▇ ▇▇▇▇ $71,551.85
8005049 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $55,727.73
8005052 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $64,941.07
8005053 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $14,793.45
8005054 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $68,538.39
9001296 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $35,623.10
9001299 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $4,931.67
9001377 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $21,809.43
9001382 A1 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ $38,516.09
9001389 A1 ▇▇▇▇▇ ▇▇▇▇ $42,755.80
12000245 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $23,292.42
12000464 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $35,901.54
13000500 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $11,888.77
13000515 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $12,075.41
13000521 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $5,180.68
14000124 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $6,077.22
14000247 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $7,873.22
14000259 A1 ▇▇▇▇ ▇▇▇▇▇▇▇ $14,793.22
15000577 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $15,628.02
15000595 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $14,026.89
15000629 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $10,298.76
15000673 A1 ▇▇▇▇ ▇▇▇▇▇▇ $10,684.02
15000705 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $27,763.87
15000709 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $38,865.84
15000730 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $43,962.86
21000453 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $26,555.23
21001799 A1 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $23,059.49
21001884 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $13,256.22
21002510 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ $35,529.20
21002588 A1 ▇▇▇▇▇ ▇ ▇▇▇ $17,660.39
21002761 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ III $34,967.37
21003241 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $38,365.22
21003327 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $19,538.75
21003421 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $36,659.81
21003438 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $36,168.10
21003446 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $23,510.03
21003496 A1 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $24,622.35
21003701 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $27,596.57
21003895 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $38,041.63
21003913 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ $33,298.14
21003924 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $18,741.67
21003932 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ III $29,853.19
21004022 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $35,303.48
21004373 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $15,375.56
21004741 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ $42,993.79
21004921 A1 ▇▇▇▇ ▇▇▇▇▇ $39,522.00
21004962 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $28,964.68
21005032 A1 ▇▇▇▇ ▇▇▇▇ $17,498.89
21005039 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $30,431.56
21005058 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $23,209.40
21005062 A1 ▇▇▇▇▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇ $41,742.21
21005064 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ JR $23,438.10
21005065 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $37,551.50
21005066 A1 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $23,520.76
22000706 A1 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ $16,102.44
22000959 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $23,680.16
22002503 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ $17,035.17
22002602 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $23,622.29
22002720 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $13,241.56
22002735 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $16,639.29
22002847 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $30,859.30
22003415 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $19,648.26
22003457 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $33,417.04
22003472 A1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $14,400.43
22003526 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ $32,465.80
22003540 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $34,247.56
22003582 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $39,324.81
22003619 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $24,443.36
22003696 A1 TRAY ▇▇▇▇▇▇ $42,293.74
22003750 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $39,440.64
22003759 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $12,311.67
22003767 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ $35,552.83
22003769 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $23,491.90
22003778 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $15,284.57
22003784 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $32,616.68
22003812 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇ $23,783.83
22003828 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $27,866.11
22003840 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $11,640.04
22003963 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $24,550.72
22003995 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $40,921.48
22004139 A1 JUNIOR ▇▇▇▇▇ ▇▇▇▇ $24,181.58
22004174 A1 ▇▇▇▇ T MOUNT $27,381.20
22004202 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $90,083.99
23000023 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $98,009.81
23000066 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $16,322.34
23000169 A1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $39,004.71
23000226 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $38,644.60
23000345 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $15,896.64
23000424 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $48,656.87
23000466 A1 ▇▇▇▇▇▇ ▇▇▇▇ JONAS $31,909.19
23000952 A1 ▇▇▇ ▇ ▇▇▇▇▇▇ $16,060.78
23001183 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $39,355.75
23001301 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇ $21,008.08
40009041 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $12,678.07
50039411 A1 ▇▇▇▇ ▇▇▇▇▇▇▇ BAYES $11,118.87
50040241 A1 ▇▇▇▇ ▇▇▇▇▇▇▇ $6,418.53
50041541 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $12,109.87
50043081 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $10,366.06
50045081 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $33,508.63
50047461 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $7,249.60
50050181 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $13,578.30
50051601 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ $9,221.36
50062211 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $10,003.75
50066721 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ $8,605.93
50074261 A1 ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇ $11,342.28
50076771 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $23,174.42
50096801 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $16,772.15
60001291 A1 ▇▇▇▇▇▇▇ ▇▇▇▇ $5,023.58
90012601 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $30,634.44
95000101 A1 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $26,106.65
95000118 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $40,219.51
95003000 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $24,448.04
95003012 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $36,800.36
95003337 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $31,805.19
95003396 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $33,084.49
95003402 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $39,544.50
95003406 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $23,920.20
95003414 A1 ▇▇▇▇ ▇ ▇▇▇▇▇ $38,165.11
95003416 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $36,560.73
95003431 A1 ▇▇▇ ▇▇▇▇▇▇ $41,750.54
95003456 A1 HILTON W ▇▇▇▇▇▇▇▇▇ $35,647.62
95003457 A1 HILTON W ▇▇▇▇▇▇▇▇▇ $13,784.74
95003464 A1 ▇▇▇▇▇▇▇ LINEN ▇▇▇▇▇▇ $29,504.66
95003468 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $37,700.07
95003482 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $10,614.13
210004681 A1 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $8,468.47
210006371 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $10,536.54
210006421 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $31,463.22
210029061 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $24,753.77
220026631 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ $12,548.61
220027971 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $13,066.34
220031921 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $15,483.22
230008331 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $11,034.97
230008651 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $5,105.38
1190014265 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $31,114.82
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $21,903.38
2000918190 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ $33,278.97
2000928549 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $9,866.87
2000929798 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $24,443.88
2000930087 A1 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ $9,736.68
2000930468 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $10,082.45
2000931302 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $12,225.72
2000932142 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ $11,423.61
2000932887 A1 ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $10,119.69
2000934204 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ $14,045.73
2000936720 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $8,793.20
2000936728 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ $14,819.62
2000936892 A1 ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ $12,327.36
2000938050 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $19,746.97
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $12,042.93
2000939114 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $20,413.85
2000940176 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $14,828.28
2000940395 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $7,996.08
2000945188 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $22,092.56
2000947504 A1 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $20,474.27
2090019430 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $30,265.77
2100048911 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $9,238.65
2100917449 A1 ▇▇▇▇ ▇▇▇▇▇▇ $9,986.38
2100918818 A1 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ $40,436.69
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▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $9,126.61
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ $20,013.80
2100931898 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $8,235.14
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2190020172 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ $36,792.71
2190022138 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ $19,709.36
2190022908 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $28,270.08
2190023482 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $37,655.77
2190023878 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $41,828.78
2190023993 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $20,575.86
2190025427 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $20,668.14
2190030627 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $15,190.08
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2190032049 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $9,428.68
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2200927298 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $9,874.09
2200928749 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $27,664.35
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▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $20,537.75
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▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $14,793.82
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2200958507 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ $15,386.45
2200959951 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $35,196.68
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2200963709 A1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $35,864.99
2200970232 A1 ▇▇▇▇▇▇ J LIGHT $14,073.09
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▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ $204,000.00
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2200974757 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $43,572.37
2200975191 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ $64,077.29
2200975400 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $42,846.18
2200975403 A1 ▇▇▇▇ ▇▇▇▇▇ MANEY JR $27,485.03
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2200975927 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $38,854.35
2200978715 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $40,800.00
2200979532 A1 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $38,800.00
2290009890 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $12,252.69
2290015142 A1 ▇▇▇ ▇ ▇▇▇▇▇ $447,294.91
2290019481 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $36,908.29
2290020732 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ $34,526.36
2290020787 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $26,201.28
2290029466 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $38,678.22
2290030828 A1 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $22,912.84
2290034812 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ $25,691.91
2290035453 A1 ▇▇▇▇▇ ▇▇▇▇▇ $33,749.06
2290040520 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ $9,476.98
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $25,262.67
2300935750 A1 ▇▇▇ ▇▇▇▇▇▇▇ $19,662.43
2300939109 A1 H ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $53,641.94
2300941082 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $6,934.23
5100900843 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $40,982.08
5100906647 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $15,716.73
5100906950 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ $40,009.89
5100912573 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ $28,196.82
5100914193 A1 ▇▇▇▇▇▇ FALLS $27,352.99
5100915272 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $38,083.26
5100918693 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $37,393.97
5100918717 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $20,799.51
5100922219 A1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ $22,401.00
5100922284 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $59,281.18
5100923644 A1 ▇▇▇▇ ▇ ▇▇▇▇ $14,425.08
5100924274 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ $11,971.43
5100925014 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $16,401.14
5100925244 A1 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $40,247.81
5100925742 A1 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $43,468.24
5100925931 A1 ▇▇▇▇▇ ▇▇▇▇▇▇ $10,158.06
5100926329 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ $16,174.12
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5100928171 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $20,946.03
5100928405 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $11,095.04
5100928497 A1 ▇▇▇▇ ▇ ▇▇▇▇▇ $20,501.41
5100928875 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ $29,378.35
5100930542 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $27,565.79
5100932005 A1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $40,822.52
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5100932996 A1 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $25,688.54
5100934618 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $6,804.92
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇ ▇▇▇▇ $39,586.04
5100935460 A1 ▇▇▇▇▇▇ L CAPE $36,173.74
5100935542 A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $23,712.48
5100935544 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ $21,053.01
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇▇▇▇▇ $19,509.12
5100936594 A1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $40,667.60
5100937777 A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ $13,771.12
5100938803 A1 ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ $19,053.44
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ $18,370.52
▇▇▇▇▇▇▇▇▇▇ A1 ▇▇▇▇▇ ▇▇▇▇▇▇▇ $15,808.27
5100939811 A1 ALLEN JENNINGS JR $40,678.20
5100940068 A1 DAVID ROBINSON JR $18,558.57
5100940183 A1 THOMAS G HEATH $26,682.83
5100941281 A1 SCOTT SOX $17,847.74
5100941392 A1 CLIFFORD T CORLEY $36,700.85
5100942746 A1 SILAS B DODSON $43,103.42
5100943362 A1 WILLIE JAMES JONES $41,268.17
5100943470 A1 WILLIE JAMES JONES $10,293.79
5100943878 A1 GUS E KALMAR $14,718.13
5100946532 A1 JACKIE E BROOME $18,011.64
5100947384 A1 RICHARD FOWLER $35,888.73
5100948307 A1 PATRICIA DURHAM $18,810.60
5100952581 A1 DOROTHY B BECKER $15,702.79
5100953048 A1 RABRON L WIGGINS JR $10,940.69
5100954427 A1 STACY S COX $8,793.28
5100957282 A1 WILLIE MOBLEY $18,193.98
5100958305 A1 SHERYL J MORTON $25,529.40
5100958654 A1 CHRISTOPHER J CORREIA $10,909.62
5100958739 A1 MICHAEL J O'LEARY $22,766.93
5100960051 A1 RODGER LEE $43,964.02
5100960368 A1 CYNTHIA E WAGONER $18,872.18
5100960583 A1 MARCUS T ROBINSON $22,899.92
5100960677 A1 CYNTHIA LYNN ROGERS $20,673.03
5100962919 A1 LOUISE WRIGHT OLIVER $8,942.31
5100965234 A1 WILLIE R BAILEY $30,342.11
5100966181 A1 MICHAEL M MATTHEWS $27,919.68
5100967373 A1 RYAN D MONTI $18,945.51
5100967678 A1 HAROLD ANDERSON $37,482.09
5100967908 A1 RALPH J EFIRD JR $35,859.61
5100968585 A1 MELVIN WARREN $43,975.46
5100968885 A1 CARLOS CANO III $29,810.29
5100970341 A1 MARTHA ANN CREWS $23,702.78
5100970595 A1 RANDY CHARLES SHEPPARD $37,769.81
5100971483 A1 IVORIS BOSTICK $43,985.59
5100971874 A1 JAMES EDWARD CAUBLE $39,978.10
5100972709 A1 HERSCHEL BRUCE BAGLEY $43,481.36
5100972752 A1 WILLIAM E FLOYD $39,956.03
5100975810 A1 JIMMY GRAY COALSON $38,985.53
5100976385 A1 FRANK M DEMICK $377,204.35
5100976777 A1 WILLIAM R CURETON $26,954.28
5100977417 A1 DIANE W ORCUTT $41,979.29
5190001621 A1 TIMOTHY W BAILEY $274,201.38
5190001760 A1 ROSLYN G BELLAMY $38,822.12
5190002243 A1 MARY E LEE FLOWERS $36,908.19
5190002583 A1 LUCINDA HOWELL $36,918.87
5190002593 A1 MARY LOU HANNA $37,634.12
5190003274 A1 BEVERLY A JOHNSON $35,990.76
5190003849 A1 HORACE KENNEDY $30,521.73
5190004232 A1 CHARLES S ELLIS $35,781.09
5190004586 A1 JENNIFER A BLACK $43,888.70
5190005531 A1 YVONNE K MOORE $20,461.85
5190005560 A1 EDGAR N FOSTER SR $30,931.14
5190006906 A1 SHIRLEY A ROBINSON $33,806.09
5190007238 A1 ANDREW DORCH $19,159.14
5190008811 A1 BRENDA SANDERS $38,301.90
5190015747 A1 POINVENTA BOYD $38,031.84
5190017426 A1 BARBARA H LEGG $34,861.11
5190017501 A1 ENOCH C PARTON $42,678.10
5190017741 A1 PATRICIA ANN ANDERSON $37,703.92
5190019270 A1 SANDY MYERS $43,876.16
5190020145 A1 ETHEL SMALL $35,211.22
5190020654 A1 ELVEE MOORE $10,630.74
5190023198 A1 SUSAN L BELL $43,954.70
5190025177 A1 ROBERT J PICKETT $9,891.72
5190029684 A1 BRENDA D CARSON $32,861.58
5190031604 A1 THOMAS SMITH $35,405.29
5190031693 A1 CORA SOWELL $35,363.20
5190038750 A1 VERTRELL GRIFFIN $9,928.67
5200904300 A1 MICHAEL HURT $18,057.73
5200913245 A1 CHUCK HARRIS $12,554.34
5200914427 A1 DEBRA YOUNG $15,893.87
5200921573 A1 JAMES HARROLD DAVIS $17,981.96
5200922184 A1 ELIZABETH B CUNNINGHAM $20,623.87
5200922496 A1 JANIE T BYERS $16,787.18
5200925391 A1 BRENDA WHALEY $13,017.98
5200928510 A1 JOHN CLAYTON KENNEDY $10,769.09
5200930720 A1 DENNIS SMITH JR $38,675.38
5200935287 A1 JOHN MONEA $24,590.84
5200940192 A1 BURTON L ARNOLD $11,611.80
5200941775 A1 CYRUS KIRKLAND $31,430.45
5200944243 A1 BARBARA BANKS $13,044.80
5200946904 A1 PATRICIA D LEWIS $22,649.64
5200947025 A1 WILLIE MAE CARD BURNETTE $28,390.51
5200948078 A1 JAMES W BOND $18,852.67
5200950545 A1 EARNEST RAMSEY $37,715.28
5200951989 A1 RHONDA CLARK JAMES $14,079.87
5200952728 A1 ELVIRA LOWMAN $12,295.09
5200952729 A1 ALI EMRE BASAL $271,162.18
5200954648 A1 ANNA BELL $33,553.88
5200955571 A1 STACY O COOK $11,501.88
5200969232 A1 PATRICIA ANN GRACIANETTE $21,728.52
5200969318 A1 CHERYLE D HARRISON $18,355.25
5200972835 A1 BIRDIA BAKER $32,779.60
5200973363 A1 ELIZABETH KNIGHT $43,156.12
5200974624 A1 LARRY LOWE $23,152.17
5200976729 A1 WAYNE J MCCANTS $199,670.61
5200978192 A1 WAYNE J MCCANTS $35,188.84
5290008144 A1 MARK POOLE $10,459.68
5300914426 A1 EDNA PEARL HAYES $8,876.04
5300940960 A1 LARRY W HATCH $10,689.72
5300955930 A1 CHRIS WHITSON $15,153.44
5300968963 A1 RUMPA SUWANNETR $11,036.25
5400929099 A1 WENDY MURRAY $10,237.01
5490005144 A1 BRYAN K WOODRING $25,415.81
5500926945 A1 RUSSELL A INMAN $33,461.34
5500933564 A1 JEFFREY COLE $14,410.82
5500972300 A1 THOMAS E BOOKHOUT $22,443.13
5500973286 A1 JAMES M RANSOM $18,645.61
5500979202 A1 JOSEPH G SUTULOVICH JR $20,994.30
5600929535 A1 BRENDA DENISE JONES $8,481.51
5600945382 A1 NAOMI HUDLEY $14,830.14
5600945520 A1 LISA M HILL $20,486.72
5600950034 A1 EVANGELINE LINDBERG $14,863.68
5600953300 A1 JAMES MOSBY JR $219,551.77
5600979530 A1 JOYCE LEHEW $33,587.35
5700910530 A1 EDWARD MINTER $19,381.37
5700923481 A1 MICHAEL GALLIGAN $27,784.97
5700936586 A1 KEVIN AGUILAR $23,755.00
5700952095 A1 RODNEY D POTTER $17,363.89
$20,351,882.24
2258 A2 ULYSSES DUCKETT $94,224.25
2562 A2 RACHEL J BURR $14,406.87
21031 A2 WADE YATES $135,114.70
60358 A2 KEVIN B JONES $65,903.63
60389 A2 JAMES T GRAHAM $122,678.98
60770 A2 BERNHARD H SCHNEIDER $103,143.85
60828 A2 JOEY A ZGLINCKI $99,254.53
60884 A2 JAMES L DAWKINS $138,229.13
61184 A2 ARMOND A TURNER $88,885.63
61201 A2 CALVIN JOHNSON JR $51,402.04
61373 A2 MARK BROWN $51,859.07
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5100923826 A2 JASON BYRD $60,170.51
5100924214 A2 GEORGE C RIDDICK JR $73,336.77
5100924384 A2 STEPHAN M CURRY $69,311.59
5100925400 A2 CLIFTON FREEMAN $60,487.99
5100925463 A2 RONALD HOOVER $111,049.34
5100925739 A2 RENE BOUKNIGHT $48,550.29
5100925802 A2 DONALD W SEAY $52,956.16
5100925860 A2 CHARLES J LIVINGSTON $64,159.05
5100926417 A2 ALBERT BRISBONE $55,277.27
5100926752 A2 MICHAEL R AYERS $71,659.26
5100926761 A2 FRANCIS X GILL $47,778.23
5100928117 A2 TERESA P MONDS $55,301.21
5100928403 A2 ALLYSON PUTMAN $47,034.33
5100928640 A2 RICHARD J PEARCE $49,404.55
5100928842 A2 DARYL E PAINTER $62,761.23
5100928854 A2 MARK T VANGORDER $60,159.53
5100929293 A2 CINDY L HARVEY $62,410.74
5100929324 A2 MARSHA RUTHERFORD $93,116.80
5100930743 A2 HERBERT HICKS $63,749.17
5100930899 A2 TAMMY K CLARK $49,192.08
5100931625 A2 JOSEPH CASTRONOVO $60,136.72
5100931830 A2 WILLIAM O FRAZIER SR $53,764.60
5100932356 A2 WILLIE J DAVIS $51,818.13
5100933170 A2 GAIL PICKETT $44,784.44
5100933903 A2 AQUILLA LEWIS $95,681.41
5100934244 A2 EDWARD SCARFO $53,425.79
5100935747 A2 REGGIE MACK $68,576.39
5100937100 A2 RICHARD W DIVENS $49,774.85
5100937273 A2 ANNIE PATTERSON $65,669.45
5100937928 A2 CHRIS A SMITH $71,766.39
5100938902 A2 GRANT E GEHLBACH $111,537.96
5100938970 A2 JAMES BETHEA $60,982.59
5100939929 A2 ROXICE SULLIVAN $95,950.81
5100940022 A2 DAVID ROBINSON JR $55,718.13
5100941146 A2 ANTHONY COLEY $63,772.47
5100941185 A2 SCOTT SOX $71,789.36
5100941445 A2 EDMUND HOFFMAN III $45,440.99
5100942274 A2 DEWARD NORRIS LUNSFORD $94,778.95
5100942366 A2 PATRICIA CHAMBERS $55,036.46
5100942700 A2 DEBORAH L WHITSON $57,646.48
5100943385 A2 ADAM R DROBNIS $140,644.60
5100943404 A2 ASHLEY POLLARD $87,723.16
5100943834 A2 DAVID MORIARTY $78,242.26
5100943867 A2 GUS E KALMER $59,503.77
5100943872 A2 DALLAS BLEDSOE $74,580.65
5100944261 A2 MARION D COLEMAN $72,824.68
5100945495 A2 HAROLD T BOATWRIGHT JR $82,210.27
5100946256 A2 JACKIE E BROOME $54,283.38
5100947036 A2 DAVID BLACKSTONE $64,276.51
5100947354 A2 DANIEL WAYNE LEDFORD $76,371.10
5100947481 A2 MICHAEL L CUDD $55,842.65
5100949168 A2 PAUL REEVES $54,052.59
5100950124 A2 WILBUR L MILFORD $49,513.72
5100950634 A2 EDWARD THOMPSON $89,155.50
5100951078 A2 SAMUEL H JOHNSON $56,857.24
5100953344 A2 CHRISTOPHER E WILLIAMS $52,388.95
5100953946 A2 TRAVIS M SCOTT $47,023.97
5100954470 A2 DENISE SAPOUGH $66,247.14
5100954963 A2 EILENE M KENDALL $70,967.38
5100955358 A2 CRAIG E ALIBOZEK $57,878.74
5100957111 A2 HOWARD L MAJETTE $63,512.85
5100957153 A2 WILLIE MOBLEY $73,088.56
5100957160 A2 NORWOOD A WILLIAMS $74,495.17
5100957778 A2 GLORIA JEAN GOODMAN $58,388.67
5100958048 A2 KELLY THORNHILL $68,267.74
5100958873 A2 KELLY H WILLIAMS $52,435.34
5100959959 A2 DANIEL M HOLCOMBE $63,872.30
5100959973 A2 JERRY DUDLEY $80,765.04
5100960032 A2 CYNTHIA E WAGONER $75,848.35
5100961181 A2 WANDA BEARDSLEY $83,482.75
5100962993 A2 JERRY LOSAW $62,511.45
5100963754 A2 JOHNNY GOODE $68,522.02
5100964922 A2 MELVIN BRADLEY BURDETTE $56,602.95
5100965498 A2 RENEE C HOLLOWAY SINGLETON $74,052.62
5100966211 A2 JOHN R GARRETT $57,604.01
5100966856 A2 DORIS R GEROW $57,452.75
5100967056 A2 MAURICE E DILLARD $46,459.26
5100968878 A2 TERRI CALLAHAN ALLEN $46,973.78
5100968975 A2 SCOTT B NORGAN $62,486.15
5100969133 A2 CARLOS A THOMPSON $66,459.48
5100969147 A2 FREDDY W HOYLE $92,030.90
5100969208 A2 DENNIS B COX JR $45,507.26
5100969679 A2 WAYNE WILKERSON $58,346.87
5100969904 A2 BRENDA S PHILLIPS $60,744.70
5100970534 A2 TONY ARNOLD OVERCASH $75,962.53
5100970992 A2 JUANETTA FRAZIER $57,137.13
5100971510 A2 JANIE ROBINSON $63,968.13
5100971994 A2 KENNETH LEARY $70,506.67
5100974605 A2 ROBERT TEDDER $44,979.01
5100975056 A2 NOAH J HEWITT $59,973.45
5100975329 A2 RAY J WINBURN $46,380.12
5100975482 A2 CAROLYN W HOWELL $47,977.12
5100975513 A2 RODNEY G CLAY $60,772.46
5100975795 A2 JOHN A MCKIVER SR $61,108.25
5100976099 A2 EDWARD B BERGAMINI $120,150.00
5100976241 A2 JEFFREY JENKINS $143,921.17
5100976423 A2 HERTFORD MOORE JR $68,768.84
5100976553 A2 WILLIAM R CURETON $107,943.89
5100976627 A2 JANET BATKER $107,860.92
5100977061 A2 DEBORAH A NICHOLS $63,971.01
5100977201 A2 LUIS J CAMPOS $68,598.13
5100977405 A2 JAMES P WOOTEN $53,573.58
5100977414 A2 THOMAS H RILEY $75,027.42
5100978106 A2 LILLIE B DAVIS $59,080.85
5100978535 A2 YVONNE P MABRY $57,968.25
5100979657 A2 VALERIE SUTTON $47,679.02
5190001294 A2 EVANS LOCKLEAR $57,406.36
5190001651 A2 MARK A COSTNER $58,267.63
5190001983 A2 RICKEY WHITE $45,423.90
5190002062 A2 ROBERT L SAMPLES $50,019.22
5190002354 A2 VICKI BANKS $50,322.06
5190002752 A2 ALICE L KOON $51,197.41
5190003234 A2 MAMIE LEE JACOBS $57,941.61
5190003488 A2 DEBORAH PAINTER $71,506.77
5190003768 A2 JAMES MOORE $117,787.84
5190003992 A2 WILLIAM A BUDDIN $59,294.92
5190004546 A2 FREDERICK STROUD $102,976.55
5190004816 A2 WILLIE BRIGGS $62,398.84
5190005314 A2 WILLIAM LEE CRAWFORD $54,941.89
5190005948 A2 DORIS M MCPHERSON $48,391.06
5190006103 A2 DOUGLAS A HADDOCK $59,859.86
5190006349 A2 RANDY L CROUCH $132,518.82
5190007615 A2 DORIS L REESE $54,399.94
5190009849 A2 NICHOLAS SCOTT SAITZ $113,850.85
5190011763 A2 ANNIE MABBINS BENJAMIN $46,643.81
5190012334 A2 KAY E MADISON $54,092.12
5190012367 A2 MICHAEL TOLBERT $55,999.60
5190013376 A2 ROSS BRICE $56,396.21
5190014538 A2 NELSON SCOTT BISHOP $44,976.07
5190014728 A2 MARY ANN BLAKELY $62,886.58
5190015281 A2 DENNIS BRYAN PITTMAN $56,105.86
5190016799 A2 HASAN ABU-EIDEH $47,637.75
5190017391 A2 DEBRA A PENDLETON $52,313.78
5190019078 A2 JULIUS BROWN JR $66,000.00
5190019106 A2 MARTY LOCKLEAR $62,928.43
5190021226 A2 DAWN ANN DODD $44,608.09
5190022910 A2 VERNON L LAWTON JR $51,874.61
5190023044 A2 JOHN TONEY $85,734.85
5190024378 A2 RICKY DALE CRAINE SR $47,786.27
5190025057 A2 DONALD R HARRIS $51,179.84
5190025149 A2 TIMOTHY W TAYLOR $57,877.19
5190028359 A2 TOY W SKIPPER $50,901.80
5190031937 A2 GAIL ENWRIGHT $84,372.86
5190032993 A2 HOMER C ABERNATHY $96,779.66
5190033145 A2 DIANNA ALLEN $59,348.99
5190033682 A2 LISA A ASKEW $52,456.10
5190034608 A2 FLORIE YOUNG $44,565.03
5190034719 A2 MERRY ANN KISH $55,622.73
5190035257 A2 MILLIE G MARTIN $49,124.38
5190035692 A2 JOSEPH R HUTCHINSON $69,822.98
5190036607 A2 JEFFREY A BLUE $93,564.02
5190037122 A2 MARY E BIVENS $76,343.26
5190037759 A2 EDNA R KENNEDY $67,638.02
5190038860 A2 SHELDY B AYE $59,960.19
5190039837 A2 KEVIN W BLANCHARD $136,302.15
5200910406 A2 THEODORE CHRISS $122,523.47
5200938751 A2 JAMES T HOLT $65,556.53
5200938807 A2 PAULETTE RODGERS ASHLEY $48,644.01
5200951583 A2 DALE D DEMONT $89,749.93
5200964367 A2 TODD ABBEY $62,338.24
5200965991 A2 TAMMYLYNNKUHN ROGERS SANDERSON $65,777.83
5200967644 A2 MICHAEL W RUTH $133,094.58
5200970502 A2 NANCY P TUCKER $51,059.96
5200971420 A2 EDELTRAUT HERNINA EDWARDS $155,054.59
5200973027 A2 MICHAEL PRESLEY $59,970.42
5200974173 A2 STACEY FOXX $123,863.75
5200976428 A2 NIEL SORENSEN $67,163.21
5200979413 A2 LEONEL G PEREZ $67,260.27
5300967114 A2 RICHARD DURIN CATALINE $65,566.97
5500961166 A2 STACEY L MOLENCUPP $59,146.16
5500972927 A2 JAMES M RANSOM $99,564.48
5500973872 A2 PATRICK ROGERS $62,365.84
5500978266 A2 DANNY OWEN $58,500.00
5590025258 A2 JAMES A MILLS $58,822.26
5600921281 A2 SUSAN B KESSLER $108,729.93
5600979853 A2 ALBERT J MARSHALL $75,164.91
5700969838 A2 ROBERT C CONGER $45,000.00
$39,277,999.04
SCHEDULE B
SCHEDULE OF REPRESENTATIONS
1. The information with respect to each Mortgage Loan set forth in the
Schedule of Mortgage Loans is true and correct as of the related Cut-off Date;
2. All of the original or certified documentation required to be
delivered to the Indenture Trustee, pursuant to the Sale and Servicing Agreement
(including all material documents related thereto) with respect to each Mortgage
Loan has been or will be delivered to the Indenture Trustee, in accordance with
the terms of such Sale and Servicing Agreement. Each of the documents and
instruments specified to be included therein has been duly executed and in due
and proper form, and each such document or instrument is in a form generally
acceptable to prudent mortgage lenders that regularly originate or purchase
mortgage loans comparable to the Mortgage Loans for sale to prudent investors in
the secondary market that invest in mortgage loans such as the Mortgage Loans;
3. Except as is otherwise disclosed on the Mortgage Loan Schedule, each
Mortgaged Property is improved by a single (one-to-four) family residential
dwelling, which may include condominiums, townhouses and units in planned unit
developments, or manufactured housing, but shall not include cooperatives;
4. No Mortgage Loan had an original Loan-to-Value Ratio in excess of
140%;
5. Each Mortgage is a valid and subsisting first or junior lien of
record on the Mortgaged Property subject in all cases to the exceptions to title
set forth in the title insurance policy, with respect to the related Mortgage
Loan, which exceptions are generally acceptable to banking institutions in
connection with their regular mortgage lending activities, and such other
exceptions to which similar properties are commonly subject and which do not
individually, or in the aggregate, materially and adversely affect the benefits
of the security intended to be provided by such Mortgage;
6. Immediately prior to the transfer and assignment herein
contemplated, the Seller held good and indefeasible title to, and was the sole
owner of, each Mortgage Loan conveyed by it subject to no liens, charges,
mortgages, encumbrances or rights of others except liens which will be released
simultaneously with such transfer and assignment; and immediately upon the
transfer and assignment herein contemplated, the Purchaser will hold good and
indefeasible title to, and be the sole owner of, each Mortgage Loan subject to
no Liens, except Liens which will be released simultaneously with such transfer
and assignment;
7. As of the related Cut-off Date, no Mortgage Loan is 30 or more days
delinquent.
8. There is no delinquent tax or assessment lien on any Mortgaged
Property, and each Mortgaged Property is free of substantial damage and is in
good repair;
B-1
9. There is no valid and enforceable right of rescission, offset,
defense or counterclaim to any Mortgage Note or Mortgage, including the
obligation of the related Mortgagor to pay the unpaid principal of or interest
on such Mortgage Note or the defense of usury, nor will the operation of any of
the terms of the Mortgage Note or the Mortgage, or the exercise of any right
thereunder, render either the Mortgage Note or the Mortgage unenforceable in
whole or in part, or subject to any right of rescission, set-off, counterclaim
or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto;
10. There is no mechanics' lien or claim for work, labor or material
affecting any Mortgaged Property which is or may be a lien prior to, or equal
with, the lien of the related Mortgage except those which are insured against by
any title insurance policy referred to in paragraph 12 below;
11. Each Mortgage Loan at the time it was made complied in all material
respects with all applicable state and federal laws and regulations, including,
without limitation, the federal Truth-in-Lending Act and other consumer
protection laws, real estate settlement procedure, usury, equal credit
opportunity, disclosure and recording laws;
12. Except for Mortgage Loans as to which the policies under which they
were originated no title insurance was required, with respect to each Mortgage
Loan, a lender's title insurance policy, issued in standard American Land Title
Association form, or other form acceptable in a particular jurisdiction by a
title insurance company authorized to transact business in the state in which
the related Mortgaged Property is situated, in an amount at least equal to the
initial Stated Principal Balance of such Mortgage Loan insuring the mortgagee's
interest under the related Mortgage Loan as the holder of a valid first or
junior mortgage lien of record on the real property described in the related
Mortgage, as the case may be, subject only to exceptions of the character
referred to in paragraph 5 above, was effective on the date of the origination
of such Mortgage Loan, and, as of the Cut-off Date such policy will be valid and
thereafter such policy shall continue in full force and effect;
13. The improvements upon each Mortgaged Property are covered by a
valid and existing hazard insurance policy (which may be a blanket policy of the
type described in the related Sale and Servicing Agreement) with a generally
acceptable carrier that provides for fire and extended coverage representing
coverage not less than the least of (A) the outstanding principal balance of the
related Mortgage Loan and (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis;
14. If any Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy (which may be a blanket policy of the type
described in the Sale and Servicing Agreement) in a form meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the related Mortgage Loan and (B) the maximum
amount of insurance that is available under the Flood Disaster Protection Act of
1973;
2
15. Each Mortgage and Mortgage Note is the legal, valid and binding
obligation of the maker thereof and is enforceable in accordance with its terms,
except only as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (whether
considered in a proceeding or action in equity or at law), and all parties to
each Mortgage Loan had full legal capacity to execute all documents relating to
such Mortgage Loan and convey the estate therein purported to be conveyed;
16. The Seller has caused and will cause to be performed any and all
acts required to be performed to preserve the rights and remedies of the
servicer in any insurance policies applicable to any Mortgage Loans delivered by
the Seller including, to the extent such Mortgage Loan is not covered by a
blanket policy described in the Sale and Servicing Agreement, any necessary
notifications of insurers, assignments of policies or interests therein, and
establishments of co-insured, joint loss payee and mortgagee rights in favor of
the servicer;
17. Each original Mortgage was recorded or is in the process of being
recorded, and all subsequent assignments of the original Mortgage have been
recorded (or are in the process of being recorded) in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof
for the benefit of the Indenture Trustee, subject to the provisions of Section
2.03 of the Sale and Servicing Agreement;
18. The terms of each Mortgage Note and each Mortgage have not been
impaired, altered or modified in any respect, except by a written instrument
which has been recorded, if necessary, to protect the interest of the owners and
which has been delivered to the Indenture Trustee;
19. The proceeds of each Mortgage Loan have been fully disbursed, and
there is no obligation on the part of the mortgagee to make future advances
thereunder. All costs, fees and expenses incurred in making or closing or
recording such Mortgage Loans have been paid;
20. Except as otherwise required by law or pursuant to the statute
under which the related Mortgage Loan was made, the related Mortgage Note is not
and has not been secured by any collateral, pledged account or other security
except the lien of the corresponding Mortgage;
21. No Mortgage Loan was originated under a buydown plan;
22. No Mortgage Loan provides for negative amortization, has a shared
appreciation feature, or other contingent interest feature;
23. Each Mortgaged Property is located in the state identified in the
Schedule of Mortgage Loans and except as is described in the Mortgage Loan
Schedule, consists of one or more parcels of real property with a residential
dwelling erected thereon;
24. Each Mortgage contains a provision for the acceleration of the
payment of the unpaid principal balance of the related Mortgage Loan in the
event the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
3
25. Any advances made after the date of origination of a Mortgage Loan
but prior to the Cut-off Date, have been consolidated with the outstanding
principal amount secured by the related Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term
reflected on the Schedule of Mortgage Loans. The consolidated principal amount
does not exceed the original principal amount of the related Mortgage Loan. No
Mortgage Note permits or obligates the Seller to make future advances to the
related Mortgagor at the option of the Mortgagor;
26. There is no proceeding pending or threatened for the total or
partial condemnation of any Mortgaged Property, nor is such a proceeding
currently occurring, and each Mortgaged Property is undamaged by waste, fire,
earthquake or earth movement, flood, tornado or other casualty, so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended;
27. All of the improvements of any Mortgaged Property lie wholly within
the boundaries and building restriction lines of such Mortgaged Property, and no
improvements on adjoining properties encroach upon such Mortgaged Property, and,
if a title insurance policy exists with respect to such Mortgaged Property, are
stated in such title insurance policy and affirmatively insured;
28. No improvement located on or being part of any Mortgaged Property
is in violation of any applicable zoning law or regulation. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of each Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities and such Mortgaged Property is lawfully occupied under
the applicable law;
29. With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Seller or the Trust to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the related Mortgagor;
30. Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including (A) in the case of a Mortgage designated as a deed of trust,
by trustee's sale and (B) otherwise by judicial foreclosure. There is no
homestead or other exemption available which materially interferes with the
right to sell the related Mortgaged Property at a trustee's sale or the right to
foreclose the related Mortgage;
31. There is no default, breach, violation or event of acceleration
existing under any Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration;
and neither the Seller or the Purchaser has waived any default, breach,
violation or event of acceleration;
4
32. No instrument of release or waiver has been executed in connection
with any Mortgage Loan, and no Mortgagor has been released, in whole or in part;
33. The credit underwriting guidelines applicable to each Mortgage Loan
conform in all material respects to the Seller's underwriting guidelines in
effect at the time such Mortgage Loan was originated;
34. All parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note
and Mortgage have been duly and properly executed by such parties;
35. The Seller has no actual knowledge that there exist on any
Mortgaged Property any hazardous substances, hazardous wastes or solid wastes,
as such terms are defined in the Comprehensive Environmental Response
Compensation and Liability Act, the Resource Conservation and Recovery Act of
1976, or other federal, state or local environmental legislation;
36. None of the Mortgage Loans shall be due from the United States of
America or any State or from any agency, department, subdivision or
instrumentality thereof;
37. At the Cut-off Date, no Mortgagor had been identified by the Seller
as being the subject of a current bankruptcy proceeding;
38. By the Closing Date, the Seller will have caused the portions of
the Seller's servicing records relating to the Mortgage Loans to be clearly and
unambiguously marked to show that such Mortgage Loans are part of the Trust and
are owned by the Trust in accordance with the terms of the Sale and Servicing
Agreement and have been pledged to the Indenture Trustee in accordance with the
Indenture;
39. No Mortgage Loan was originated in, or is subject to the laws of,
any jurisdiction the laws of which would make unlawful, void or voidable the
sale, transfer and assignment of such Mortgage Loan under this Agreement or
pursuant to transfers of the Notes. The Seller has not entered into any
agreement with any account debtor that prohibits, restricts or conditions the
assignment of any portion of the Mortgage Loans;
40. All filings (including, without limitation, UCC filings) required
to be made by any Person and actions required to be taken or performed by any
Person in any jurisdiction to give the Trustee, or the Trust Administrator on
behalf of the Trustee, a first or second priority perfected lien on, or
ownership interest in, the Mortgage Loans and the proceeds thereof and the other
property of the Trust Fund have been made, taken or performed;
41. The Seller has not done anything to convey any right to any Person
that would result in such Person having a right to payments due under the
Mortgage Loan or otherwise to impair the rights of the Trust Fund and the
Noteholders in any Mortgage Loan or the proceeds thereof;
5
42. No Mortgage Loan is assumable (without the Seller's consent which
consent has not been given) by another Person in a manner which would release
the Mortgagor thereof from such Mortgagor's obligations to the Seller with
respect to such Mortgage Loan;
43. With respect to the Group I Mortgage Loans as of the Cut-off Date:
the aggregated Stated Principal Balance was $20,351,882.24; each of the Stated
Principal Balances was at least $1,281.35 but no more than $447,294.91;the
average Stated Principal Balance was $29,973.32; the Mortgage Rates were at
least 8.000% but no more than 18.428%; the weighted average Mortgage Rate was
12.005%; the original Loan-to-Value Ratios were at least 4.98% but no more than
133.61%; the weighted average original Loan-to-Value Ratio was 60.72%; the
remaining terms to stated maturity were at least 11 months but no more than 359
months; the weighted average remaining term to stated maturity was approximately
182.74 months; the original terms to stated maturity were at least 35 months but
no more than 363 months; the weighted average original term to stated maturity
was approximately 198.55 months; and no more than 2.20% of the aggregate Stated
Principal Balance of the Mortgage Loans are secured by Mortgaged Properties
located in any one postal ZIP code area;
44. With respect to the Group II Mortgage Loans as of the Cut-off Date:
the aggregated Stated Principal Balance was $39,277,999.04; each of the Stated
Principal Balances was at least $14,406.87 but no more than $206,250.00: the
average Stated Principal Balance was $66,124.58; the Mortgage Rates were at
least 6.100% but no more than 18.990%; the weighted average Mortgage Rate was
1.649%; the original Loan-to-Value Ratios were at least 11.80% but no more than
138.18%; the weighted average original Loan-to-Value Ratio was 77.38%; the
remaining terms to stated maturity were at least 33 months but no more than 359
months; the weighted average remaining term to stated maturity was approximately
222.89 months; the original terms to stated maturity were at least 60 months but
no more than 370 months; the weighted average original term to stated maturity
was approximately 237.14 months; and no more than 2.05% of the aggregate Stated
Principal Balance of the Mortgage Loans are secured by Mortgaged Properties
located in any one postal ZIP code area;
45. No selection procedures adverse to the Noteholders or to the
Certificate Insurer have been utilized in selecting such Mortgage Loan from all
other similar Mortgage Loans originated by the Seller;
46. The related Mortgaged Property has not been subject to any
foreclosure proceeding or litigation;
47. There was no fraud involved in the origination of the Mortgage Loan
by the mortgagee or by the Mortgagor, any appraiser or any other party involved
in the origination of the Mortgage Loan; and
48. Except for Mortgage Loans as to which the policies under which they
were originated no appraisal was required, each Mortgage File contains an
appraisal of the Mortgaged Property indicating an appraised value equal to the
appraised value of such Mortgaged Property on the Mortgage Loan Schedule. Each
such appraisal has been performed in accordance with the requirements of FNMA or
FHLMC.
6
49. None of the Mortgage Loans is a "bond for title" obligation or
loan, provided that the Seller shall have 30 days after the Closing Date to cure
any breach of this representation.