Fill and Sign the Contributions of Property to an Llc the Tax Adviser Form

FORM OF SUBSEQUENT CONTRIBUTION AGREEMENT This SUBSEQUENT CONTRIBUTION AGREEMENT, dated as of ________, 1999 (the "Subsequent Transfer Date"), is entered into by and between PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, as depositor (the "Depositor"), and the ABFS MORTGAGE LOAN TRUST 1999-4 (the "Trust"). W I T N E S S E T H: Reference is hereby made to (x) that certain Sale and Servicing Agreement, dated as of December 1, 1999 (the "Sale and Servicing Agreement"), by and among the Depositor and the Trust, and (y) that certain Indenture, dated as of December 1, 1999 (the "Indenture"), by and between the Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee"). Pursuant to the Sale and Servicing Agreement, the Depositor has agreed to sell, assign and transfer, and the Trust has agreed to accept, from time to time, Subsequent Mortgage Loans (as defined below). The Sale and Servicing Agreement provides that each such sale of Subsequent Mortgage Loans be evidenced by the execution and delivery of a Subsequent Contribution Agreement such as this Subsequent ContributionAgreement. The assets sold to the Trust pursuant to this Subsequent Contribution Agreement consist of (a) the Subsequent Mortgage Loans in Pool I, Pool II and Pool III listed in the Mortgage Loan Schedule attached hereto (including property that secures a Subsequent Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, including all payments of principal received, collected or otherwise recovered after the Subsequent Cut-Off Date for each Subsequent Mortgage Loan, all payments of interest accruing on each Subsequent Mortgage Loan after the Subsequent Cut-Off Date therefor whenever received and all other proceeds received in respect of such Subsequent Mortgage Loans, (b) the Insurance Policies relating to the Subsequent Mortgage Loans, and (c) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. The "Subsequent Mortgage Loans" are those listed on the Schedule of Mortgage Loans attached hereto. The Aggregate Principal Balance of such Subsequent Mortgage Loans as of the Subsequent Cut-Off Date is $__________ in Pool I, $__________ in Pool II and $ in Pool III. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. For the purposes of this Subsequent Contribution Agreement, capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in Appendix I to theIndenture. G-1 Section 2. Sale, Assignment and Transfer. In consideration of the receipt of $_________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Trust, the Depositor hereby sells, assigns and transfers to the Trust, without recourse, all of its right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafterarising. In connection with such sale, assignment and transfer, the Originators and the Unaffiliated Seller shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement with respect to each Subsequent Mortgage Loan. Section 3. Representations and Warranties of Concerning the Subsequent Mortgage Loans. With respect to each Subsequent Mortgage Loan, the Depositor hereby assigns each of the representations and warranties made by the Originators and the Unaffiliated Seller in Section 3 of the Subsequent Transfer Agreement, on which the Trust relies in accepting the transfer and conveyance of the Subsequent Mortgage Loans. Such representations and warranties speak as of the Subsequent Transfer Date unless otherwise indicated, and shall survive each sale, assignment, transfer and conveyance of the respective Subsequent Mortgage Loans to the Trust. Section 4. Repurchase of Subsequent Mortgage Loans. Upon discovery by any of the Depositor, the Unaffiliated Seller, an Originator, the Indenture Trustee, the Servicer (on behalf of the Trust), the Note Insurer or any Noteholder of a breach of any of the representations and warranties made by the Originators and the Unaffiliated Seller pursuant to Section 3.03 of the Unaffiliated Seller's Agreement or this Section 3, the party discovering such breach shall give prompt written notice to such other Person; provided, that the Indenture Trustee shall have no duty to inquire or to investigate the breach of any such representations and warranties. The Originators and the Unaffiliated Seller will be obligated to repurchase a Subsequent Mortgage Loan which breaches a representation or warranty in accordance with the provisions of Section 4.02 of the Sale and Servicing Agreement or to indemnify as described in Section 3.05(g) of the Unaffiliated Seller's Agreement. Such repurchase and indemnification obligation of the Originators and the Unaffiliated Seller shall constitute the sole remedy against the Originators and the Unaffiliated Seller, and the Trust for such breach available to the Servicer, the Trust, the Owner Trustee, the Indenture Trustee, the Note Insurer and the Noteholders. Section 5. Amendment. This Subsequent Contribution Agreement may be amended from time to time by the Depositor and the Trust only with the prior written consent of the Note Insurer (or, in the event of a Note Insurer Default, the Majority Holders). G-2 Section 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS SUBSEQUENT CONTRIBUTION AGREEMENT AND ANY AMENDMENT HEREOF PURSUANT TO SECTION 5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSEQUENT CONTRIBUTION AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIMTHEREIN. Section 7. Counterparts. This Subsequent Contribution Agreement may be executed in counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which shall constitute one and the same instrument. Section 8. Binding Effect; Third-Party Beneficiaries. This Subsequent Contribution Agreement will inure to the benefit of and be binding upon the parties hereto, the Owner Trustee, the Note Insurer, the Noteholders, and their respective successors and permitted assigns. Section 9. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 10. Exhibits. The exhibits attached hereto and referred to herein shall constitute a part of this Subsequent Contribution Agreement and are incorporated into this Subsequent Contribution Agreement for all purposes. Section 11. Intent of the Parties; Security Agreement. The Depositor and the Trust intend that the conveyance of all right, title and interest in and to the Subsequent Mortgage Loans and related assets described above by the Depositor to the Trust pursuant to this Subsequent Contribution Agreement shall be, and be construed as, a sale of the Subsequent Mortgage Loans from the Depositor to the Trust. It is, further, not intended that such conveyances be deemed to be pledges of the Subsequent Mortgage Loans by the Depositor to the Trust to secure a debt or other obligation of the Depositor. However, in the event that the Subsequent Mortgage Loans are held to be property of the Depositor, or if for any reason this Subsequent Contribution Agreement is held or deemed to create a security interest in the Subsequent Mortgage Loans, then it is intended that: (a) this Subsequent Contribution Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Subsequent Contribution Agreement shall be deemed to be a grant by the Depositor to the Trust of a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to the Subsequent Mortgage Loans and related assets described above. The Depositor shall, to the extent consistent with this Subsequent Contribution Agreement, take such reasonable actions as may be necessary to ensure that, if this Subsequent Contribution Agreement were deemed to create a security interest in the Subsequent Mortgage Loans and the other property described above, such interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Subsequent Contribution Agreement. [Remainder of Page Intentionally Left Blank] G-3 IN WITNESS WHEREOF, the Depositor and the Trust have caused this Subsequent Contribution Agreement to be duly executed by their respective officers as of the day and year first above written. ABFS MORTGAGE LOAN TRUST 1999-4 By: FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: ----------------------------------- Name: Title: PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION By: ----------------------------------- Name: Title: