Fill and Sign the Subsequent Transfer Agreement Form

FORM OF SUBSEQUENT TRANSFER AGREEMENT This SUBSEQUENT TRANSFER AGREEMENT, dated as of ________, 1999 (the "Subsequent Transfer Date"), is entered into by and among ABFS 1999-4, INC., as unaffiliated seller (the "Unaffiliated Seller"), AMERICAN BUSINESS CREDIT, INC., as an originator ("ABC"), HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as an originator ("Upland"), NEW JERSEY MORTGAGE AND INVESTMENT CORP., as an originator ("NJMIC") (ABC, Upland and NJMIC are collectively referred to herein as the "Originators"), and PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, as depositor (the "Depositor"). W I T N E S S E T H: Reference is hereby made to (x) that certain Unaffiliated Seller's Agreement, dated as of December 1, 1999 (the "Unaffiliated Seller's Agreement"), by and among the Unaffiliated Seller, the Originators and the Depositor, and (y) that certain Indenture, dated as of December 1, 1999 (the "Indenture"), by and between the ABFS Mortgage Loan Trust 1999-4 (the "Trust") and The Bank of New York, as indenture trustee (the "Indenture Trustee"). Pursuant to the Unaffiliated Seller's Agreement, the Originators have agreed to sell, assign and transfer, and the Unaffiliated Seller has agreed to accept, from time to time, Subsequent Mortgage Loans (as defined below), and the Unaffiliated Seller has agreed to sell, assign and transfer, and the Depositor has agreed to accept, from time to time, such Subsequent Mortgage Loans. The Unaffiliated Seller's Agreement provides that each such sale of Subsequent Mortgage Loans be evidenced by the execution and delivery of a Subsequent Transfer Agreement such as this Subsequent Transfer Agreement. The assets sold to the Unaffiliated Seller, and then sold to the Depositor pursuant to this Subsequent Transfer 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 due 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 Transfer Agreement, capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in Appendix I to the Indenture. 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 Unaffiliated Seller, each of the Originators hereby sells, assigns and transfers to the Unaffiliated Seller, without recourse, all of their respective right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising. In consideration of receipt of $__________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Depositor, the Unaffiliated Seller hereby sells, assigns and transfers to the Depositor, 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 hereafter arising. In connection with each 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 the Originators and the Unaffiliated Seller. With respect to each Subsequent Mortgage Loan, each of the Originators and the Unaffiliated Seller hereby remake each of the representations, warranties and covenants made by the Originators and the Unaffiliated Seller in Section 3.03 of the Unaffiliated Seller's Agreement, on which the Depositor relies in accepting 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 Subsequent Mortgage Loans to the Depositor. Each of the Originators and the Unaffiliated Seller hereby acknowledge that the Depositor is transferring the Subsequent Mortgage Loans to the Trust, and that the Trust is pledging the Subsequent Mortgage Loans to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, on the date hereof. Each of the Originators and the Unaffiliated Seller hereby acknowledge and agree that the Depositor may assign to the Trust, and the Trust may assign to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, its interest in the representations and warranties set forth in this Section 3. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Trust, the repurchase and indemnification obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants. 2 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 each 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 Depositor, the Indenture Trustee, the Note Insurer and the Noteholders. Section 5. Amendment. This Subsequent Transfer Agreement may be amended from time to time by the Originators, the Unaffiliated Seller and the Depositor only with the prior written consent of the Note Insurer (or, in the event of a Note Insurer Default, the Majority Holders), and to the extent such amendment materially affects the interests of the Owner Trustee, upon written notice to the Owner Trustee. Section 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS SUBSEQUENT TRANSFER 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 TRANSFER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM THEREIN. Section 7. Counterparts. This Subsequent Transfer 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 Transfer Agreement will inure to the benefit of and be binding upon the parties hereto, the Note Insurer, the Trust, the Owner Trustee, 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 Transfer Agreement and are incorporated into this Subsequent Transfer Agreement for all purposes. 3 Section 11. Intent of the Parties; Security Agreement. The Originators, the Unaffiliated Seller and the Depositor intend that the conveyance of all right, title and interest in and to the Subsequent Mortgage Loans and related assets described above by the Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the Depositor pursuant to this Subsequent Transfer Agreement shall be, and be construed as, a sale of the Subsequent Mortgage Loans from the Originators to the Unaffiliated Seller and from the Unaffiliated Seller to the Depositor. It is, further, not intended that such conveyances be deemed to be pledges of the Subsequent Mortgage Loans by the Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the Depositor to secure a debt or other obligation of the Originators or of the Unaffiliated Seller, as the case may be. However, in the event that the Subsequent Mortgage Loans are held to be property of the Originators or the Unaffiliated Seller, or if for any reason this Subsequent Transfer Agreement is held or deemed to create a security interest in the Subsequent Mortgage Loans, then it is intended that: (a) this Subsequent Transfer 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 Transfer Agreement shall be deemed to be a grant by the Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the Depositor of a security interest in all of the Originators' and the Unaffiliated Seller's respective right, title and interest, whether now owned or hereafter acquired, in and to the Subsequent Mortgage Loans and related assets described above. The Originators and the Unaffiliated Seller, as applicable, shall, to the extent consistent with this Subsequent Transfer Agreement, take such reasonable actions as may be necessary to ensure that, if this Subsequent Transfer 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 Transfer Agreement. [Remainder of Page Intentionally Left Blank] 4 IN WITNESS WHEREOF, the Originators, the Unaffiliated Seller and the Depositor have caused this Subsequent Transfer Agreement to be duly executed by their respective officers as of the day and year first above written. AMERICAN BUSINESS CREDIT, INC. By: ----------------------------------- Name: Title: HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE By: ----------------------------------- Name: Title: NEW JERSEY MORTGAGE AND INVESTMENT, INC. By: ----------------------------------- Name: Title: ABFS 1999-4, INC. By: ----------------------------------- Name: Title: PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION By: ----------------------------------- Name: Title: [Signature Page to Subsequent Transfer Agreement]